<PAGE>
Registration No. 33-25888
S E C U R I T I E S A N D E X C H A N G E C O M
M I S
S I O
N
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 5
to
F O R M S-6
FOR REGISTRATION UNDER THE SECURITIES ACT
OF
1933
OF SECURITIES OF UNIT INVESTMENT
TRUSTS
REGISTERED ON FORM N-8B-2
A. Exact Name of Trust:
SMITH BARNEY UNIT TRUSTS,
HIGH YIELD MUNICIPAL SERIES 9
(A UNIT INVESTMENT TRUST)
B.
Names of Depositors:
SMITH BARNEY INC.
<TABLE>
<S> <C>
C. Complete addresses of depositor's principal executive
office:
1345 Avenue of the Americas
New York, New York 10105
D. Names and complete addresses of agents for service:
Copy to:
THOMAS D. HARMAN, ESQ. PIERRE DE ST.
PHALLE, ESQ.
Smith Barney Inc. 450 Lexington Avenue
New York, New York 10105 New York, New York 10017
</TABLE>
It is proposed that this filing will become effective July 29,
1994
pursuant to paragraph (b) of Rule 485.
<PAGE>
<TABLE>
HIGH YIELD MUNICIPAL SERIES 9
A UNIT INVESTMENT TRUST
<S> <C>
This Trust is a unit investment trust designed to provide
investors with a high level of current income exempt from
regular Federal income taxes through investment in a
diversified fixed portfolio consisting primarily of "high yield",
high risk" intermediate- and long-term municipal obligations.
On the Date of Deposit all of the obligations were rated in
the category B or better by either Standard & Poor's
Corporation or Moody's Investors Service, or had in the
opinion of the Sponsor comparable credit characteristics.
The value of Units of the Trust will fluctuate with the value
of the underlying Securities which will fluctuate with changes
in interest rates and in the credit ratings of the issuers and
other factors.
The Securities included in the Trust are commonly known as
"junk bonds" and are subject to greater market fluctuations
and risk of loss of income and principal than are investments
in lower-yielding, higher rated fixed-income securities. A
reduction in the credit rating of a Security or a general
increase in interest rates would be expected to decrease the
value of the underlying Portfolio. The securities included in
the Trust should be viewed as speculative and an investor
should review his ability to assume the risks associated with
speculative municipal bonds.
The minimum purchase is 1,000 Units.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATIONS TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Inquiries should be directed to the Sponsor 1-800-298-UNIT
Prospectus dated July 29, 1994
Read and retain this Prospectus for future reference
<PAGE>
SMITH BARNEY SHEARSON UNIT TRUSTS,
HIGH YIELD MUNICIPAL SERIES 9
INVESTMENT SUMMARY AS OF MARCH 31,
1994 (the Evaluation Date)
</TABLE>
<TABLE>
<S> <C>
Face Amount of Securities. . . . . . . . . . . . . . . $ 6,944,000
Number of Units. . . . . . . . . . . . . . . . . . . . 8,527,512
Face Amount of Securities per
1,000 Units . . . . . . . . . . . . . . . . . . . . . $ 814.31
Fractional Undivided Interest in
Trust Represented by Each Unit. . . . . . . . . . . . 1/8,527,512th
Public Offering Price per 1,000 Units:
Aggregate bid side evaluation of
the underlying Securities plus
any undistributed principal . . . . . . . . . . . $ 7,755,307*
Divided by 8,527,512 Units
times 1,000 . . . . . . . . . . . . . . . . . . . $ 909.45
Plus sales charge (5.5% of Public
Offering Price, 5.82% of amount
invested in Securities)** . . . . . . . . . . . . 52.93
Public Offering Price per
1,000 Units*. . . . . . . . . . . . . . . . . . . $ 962.38***
Sponsor's Repurchase Price and
Redemption Price per 1,000 Units*
($52.93 less than Public Offering
Price per 1,000 Units)****. . . . . . . . . . . . . . $ 909.45***
Premium and Discount Issues in Portfolio:
Face amount of Securities with
bid side evaluation -
Over par. . . . . . . . . . . . . . . . . . . . 69%
At par. . . . . . . . . . . . . . . . . . . . . 0%
Under par . . . . . . . . . . . . . . . . . . . 31%
Calculation of Estimated Net Annual
Interest Rate per 1,000 Units:
Annual interest rate per
1,000 Units . . . . . . . . . . . . . . . . . . . 7.145%
Less estimated annual expenses
per 1,000 Units expressed as
a percentage. . . . . . . . . . . . . . . . . . . 0.201%
Estimated net annual interest
rate per 1,000 Units. . . . . . . . . . . . . . . 6.944%
Daily Rate at which Estimated Net
Annual Income Accrues per
1,000 Units . . . . . . . . . . . . . . . . . . . . . 0.0192%
Monthly Income Distributions per
1,000 Units . . . . . . . . . . . . . . . . . . . . . $ 5.78
Evaluation Time - 4:00 P.M. New York Time
Record Day - The fifteenth day of each month
Distribution Day - The first day of the following month
Minimum Capital Distribution
No distribution need be made from Capital Account if
balance in Account is less than $5.00 per 1,000 Units.<PAGE>
Mandatory Termination Date
One year after the maturity date of the last maturing
Security listed under the Portfolio (see Portfolio)
Minimum Value of Trust
Trust may be terminated if the value of the Trust is less
than 40% of the face amount of Securities on the Date of
Deposit. As of the Evaluation Date the value of the Trust
was 76% of the original Face Amount of the Securities.
Trustee's Annual Fee
$0.72 per $1,000 face amount of Securities (see Expenses
and Charges)
Sponsor's Annual Fee
Maximum of $0.25 per $1,000 face amount of Securities
(see Expenses and Charges)
Evaluator's Fee for Each Evaluation
Maximum of $15 per Evaluation (see Expenses and
Charges)
Number of Issues in Portfolio. . . . . . . . . . . . . . . . . . 21
Number of Issues/Percentage of Aggregate
Face Amount of Portfolio Rated by:*****
Standard & Poor's Corporation -
AAA . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 (13%)
BBB . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 (32%)
BB. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 (14%)
B . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 (15%)
Moody's Investors Service -
Aaa . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 (10%)
Baa . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 (10%)
Ba. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 (47%)
B . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 (7%)
Number of Issues Not Rated:******. . . . . . . . . . . . . . . . 2 (13%)
Number of Issuers by Industry/
Industry Concentrations:
Airports/Port/Highway Revenue Bonds. . . . . . . . . . . . . 1
Hospitals. . . . . . . . . . . . . . . . . . . . . . . . . . 7 (38%)
Housing. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . 2
Pollution Control. . . . . . . . . . . . . . . . . . . . . . 1
Solid Waste Disposal . . . . . . . . . . . . . . . . . . . . 1
State/Local Municipal Electric Utilities . . . . . . . . . . 8 (39%)
Percentage of Aggregate Face Amount of
Portfolio Comprised of:
Alternative Minimum Tax Bonds
(see Portfolio and Taxes) . . . . . . . . . . . . . . . . . 6%
Obligations of issuers located in 3 States
of Michigan (17%), Alabama (13%)
and Florida (12%) . . . . . . . . . . . . . . . . . . . . . 42%
______________
On the Date of Deposit (January 19, 1989), the face
amount of Securities was $10,500,000.
On the Evaluation Date none of the Portfolio consisted
of defaulted bonds. (See Risk Factors - "High Yield"
Bonds).
* Subject to changes in the prices of the underlying bonds.
The aggregate bid price of the Securities is determined
on each business day as of the Evaluation Time, effective
for all sales made subsequent to the last preceding
determination and does not include Securities received in
lieu of cash interest payments which are included in
undistributed net investment income.
** The sales charge will be reduced on a graduated scale in
the case of quantity purchases of Units (see Public Sale
of Units - Public Offering Price). The resulting reduction
in the Public Offering Price will increase the effective
current return on a Unit.
*** Plus accrued interest. For Units purchased or redeemed
on the Evaluation Date, accrued interest is approximately
equal to the undistributed net investment income of the
Trust (see Statement of Assets and Liabilities) divided by
the number of outstanding Units plus the estimated daily
interest accrual per Unit and less the daily expense
accrual per Unit to the expected date of settlement
(normally 5 business days after purchase or redemption).
**** Based upon the aggregate bid prices of the underlying
Securities in the Trust. Upon redemption, the price to
be paid will include an amount as described under
Redemption - Computation of Redemption Price per
Unit.
***** Ratings subject to change from time to time. Certain of
the ratings may be provisional or conditional. See
Description of Ratings.
****** Issues currently unrated by both Standard & Poor's and
Moody's. See Description of Ratings.
A Trust is considered to be "concentrated" in a particular
category when the Securities in that category constitute
25% or more of the aggregate face amount of the
Portfolio (see Other Risk Factors).
<PAGE>
</TABLE>
Independent Auditors' Report
The Unitholders, Sponsor and Trustee of
Smith Barney Shearson Unit Trusts,
High Yield Municipal Series 9:
We have audited the accompanying statement of assets and
liabilities of Smith Barney Shearson Unit Trusts, High Yield
Municipal Series 9, including the schedule of portfolio investments,
as of March 31, 1994, and the related statements of operations and
changes in net assets for the year then ended, and the selected
supplemental per-unit data for the year then ended. These financial
statements are the responsibility of the Trustee. Our responsibility
is to express an opinion on these financial statements based on our
audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. Our
procedures included confirmation of investments held by the
Trustee as of March 31, 1994. An audit also includes assessing the
accounting principles used and significant estimates made by the
Trustee, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Smith Barney
Shearson Unit Trusts, High Yield Municipal Series 9 as of March
31, 1994, the results of its operations and changes in its net assets
for the year then ended, and the selected supplemental per-unit
data for the year then ended, in conformity with generally accepted
accounting principles.
KPMG Peat Marwick
July 14, 1994
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Unitholders, Sponsor and Trustee of
Smith Barney Shearson Unit Trusts,
High Yield Municipal Series 9:
We have audited the accompanying statements
of operations and changes in net assets
of the Smith Barney Shearson Unit Trusts,
High Yield Municipal Series 9
(formerly Shearson Lehman Brothers Unit Trusts,
High Yield Municipal Series 9)for the years ended
March 31, 1993 and 1992, and the selected supplemental
per-unit data for the four years in the period ended
March 31, 1993. These financial statements
and selected supplemental per-unit data are
the responsibility of the Trustee. Our responsibility is
to express an opinion on these financial statements based on
our audits.
We conducted our audit in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements.An audit also includes assessing
the accounting principles used and significant estimates made
by the Trustee, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects,
the
results of its operations and changes in net assets
of Smith Barney Shearson Unit Trusts, High Yield
Municipal Series 9 and the (formerly Shearson Lehman
Brothers Unit Trusts,High Yield Municipal Series 9)for
the years ended March 31, 1993 and 1992, and the selected
supplemental per-unit data for the four years in the period
ended March 31, 1993 in conformity with generally
accepted accounting principles.
COOPERS & LYBRAND
Boston, Massachusetts /s/COOPERS & LYBRAND
May 21, 1993
<TABLE>
<PAGE>
SMITH BARNEY SHEARSON Unit TrustS,
High Yield Municipal Series 9
Statement of Assets and Liabilities
March 31, 1994
Assets:
<S>
Investments in securities, at value (cost $6,794,005)
(see accompanying schedule of portfolio investments)
$ 7,348,287
Interest receivable 202,496
Cash - income account 41,712
Cash - principal account 407,020
Total assets 7,999,515
Liabilities:
Distribution payable to Unitholders:
Investment income - net 51,342
Accrued sponsor fees 466
Accrued other fees and expenses 15,387
Total liabilities 67,195
Net assets at March 31, 1994 equivalent to
$930.20 per 1,000 units on 8,527,512 units
of fractional undivided interest outstanding $7,932,320
Net assets consist of:
Cost of 10,500,000 units at date of deposit 10,733,861
Sales charge (483,000)
Redemption of 1,972,488 units (1,914,176)
Realized gain on investments 158,530
Unrealized appreciation of investments - net 554,282
Principal distributions (1,294,190)
Net capital applicable to Unitholders 7,755,307
Undistributed net investment income 177,013
Net assets $ 7,932,320
See accompanying notes to financial statements.
<PAGE>
SMITH BARNEY SHEARSON Unit TrustS,
High Yield Municipal Series 9
Statements of Operations
Years ended March 31, 1994, 1993 and 1992
1994 1993 1992
Income:
<S> <C> <C> <C>
Interest income $664,343 717,171 822,164
Total income 664,343 717,171 822,164
Expenses:
Trustee fees (note 3) 5,552 5,975 6,805
Evaluator's fees 4,058 4,003 3,825
Sponsor's fees (note 3) 1,923 2,074 2,363
Accountant's fees 3,700 2,320 3,964
Other 3,354 5,844 2,957
Total expenses 18,587 20,216 19,914
Investment income - net 645,756 696,955 802,250
Realized and unrealized gain (loss)
on investments:
Net realized gain 72,791 31,750 24,235
Increase (decrease) in unrealized
appreciation of investments - net (201,277) 473,189 528,002
Net gain (loss) on investments (128,486) 504,939 552,237
Net increase in net assets
resulting from operations $517,270 1,201,894 1,354,487
See accompanying notes to financial statements.
<PAGE>
SMITH BARNEY SHEARSON Unit TrustS,
High Yield Municipal Series 9
Statements of Changes in Net Assets
Years ended March 31, 1994, 1993 and 1992
1994 1993 1992
Operations:
Investment income - net $ 645,756 696,955
802,250
Net realized gain 72,791 31,750 24,235
Increase (decrease) in unrealized
appreciation of investments - net
(201,277) 473,189 528,002
Net increase in net assets
resulting from operations 517,270
1,201,894 1,354,487
Distributions to Unitholders (note 2):
Principal (230,835) (713,086) (350,269)
Investment income - net (646,967)
(699,246) (805,667)
Redemption of units (note 2):
Principal (219,411) (370,555) (548,910)
Investment income - net (4,990) (7,956)
(11,131)
Decrease in net assets (584,933)
(588,949) (361,490)
Net assets:
Beginning of year 8,517,253 9,106,202
9,467,692
End of year $7,932,320 8,517,253 9,106,202
Other information:
Undistributed net investment
income, end of year $ 177,013 183,214
193,461
Units redeemed Uts. 229,065 373,943 555,232
See accompanying notes to financial statements.
</TABLE>
<PAGE>
SMITH BARNEY SHEARSON Unit TrustS,
High Yield Municipal Series 9
Notes to Financial Statements
March 31, 1994
(1) Summary of Significant Accounting
Policies
Smith Barney Shearson Unit Trusts, High Yield
Municipal Series 9 (the "Trust") (formerly
Shearson Lehman Brothers Unit Trusts, High
Yield Municipal Series 9) is registered under the
Investment Company Act of 1940 as a unit
investment trust. The following is a summary of
significant accounting policies consistently followed
by the Trust:
(a) Bonds are stated at value as determined by
Kenny S&P Evaluation Services (the "Evaluator")
on the basis set forth under "Public Sale of Units
- - Public Offering Price" in the Prospectus, using
bid side evaluations. Cost is based on offering side
evaluations at the date of deposit, January 19,
1989.
(b) The Trust is not an association taxable as
a corporation for Federal income tax purposes;
accordingly, no provision for taxes on income is
required (see "Taxes" in the Prospectus).
(c) Investment transactions are recorded as of
the trade date. Realized gains or losses on sales of
investments are determined on the identified cost
basis for financial reporting and tax purposes.
Interest income is recorded on the accrual basis.
(2) Distributions and Redemptions
Monthly distributions of net investment income to
Unitholders are made in cash on the first day of
each month to holders of record as of the 15th day
of the preceding month. Receipts other than
interest, after deductions for redemptions and
applicable expenses, are distributed as explained in
"Administration of the Trust - Accounts and
Distributions" in the Prospectus. Units may be
redeemed upon delivery of a request for
redemption to the Trustee.
(3) Fees and Transactions with Affiliates
Sponsor
The Sponsor, Smith Barney Shearson Inc.
(formerly Shearson Lehman Brothers Inc.,
"Shearson"), receives an annual fee (maximum of
$.25 per $1,000 face amount of securities in the
Trust) for service it renders with respect to
monitoring, and when necessary providing advice
to the Trustee with respect to any adverse market
or credit factors concerning the security
investments of the Trust and any actions taken by
the issuers of such securities that may affect the
issuer's capital structure, as provided by the
Indenture.
The Sponsor receives a sales charge applicable to
purchases of units at a rate of 5.50% of the
Offering Price.
(Continued)
SMITH BARNEY SHEARSON Unit TrustS,
High Yield Municipal Series 9
Notes to Financial Statements
(3), Continued
On March 12, 1993, Primerica Corporation
("Primerica"), Smith Barney, Harris Upham & Co.
Incorporated ("Smith Barney") and Shearson
signed a definitive agreement pursuant to which
Primerica and Smith Barney would acquire the
assets of the domestic retail brokerage and asset
management businesses of Shearson (the
"Transaction"). On July 30, 1993, the Transaction
between Shearson, Primerica and Smith Barney
was completed. Effective as of the close of
business on that day, Smith Barney was renamed
Smith Barney Shearson Inc. and became the
Sponsor of the Trust.
Trustee
Boston Safe Deposit and Trust Company ("Boston
Safe") acts as Trustee and Distribution Agent for
an annual fee ($.72 per $1,000 face amount) paid
monthly on the largest face amount of securities in
the Trust during the preceding month.
(4) Selected Supplemental Per-Unit Data
Selected data per 1,000 units of the Trust
outstanding for each of the five years ended March
31, 1994 follows:
1994 1993 1992 1991 1990
Income $ 76.30 80.68 87.57 88.19 88.16
Expenses (2.14) (2.27) (2.12) (2.24) (1.75)
Investment income - net 74.16 78.41
85.45 85.95 86.41
Distributions to Unitholders:
Investment income - net (74.33) (78.68)
(85.73) (86.12) (64.99)
Principal (26.67) (80.91) (38.36) _ _
Realized and unrealized
gain (loss) on investments - net (15.56)
56.51 58.48 (4.64) (0.28)
Net increase (decrease)
in net asset value (42.40) (24.67) 19.84
(4.81) 21.14
Net asset value, beginning of year 972.60 997.27
977.43 982.24 961.10
Net asset value, end of year,
including distributable funds $930.20
972.60 997.27 977.43 982.24
(Continued)
SMITH BARNEY SHEARSON Unit TrustS,
High Yield Municipal Series 9
Notes to Financial Statements
(5) Concentration of Risk
The securities in the Trust are concentrated in
"high yield" municipal bonds (see "Risk Factors" in
the Prospectus).
<PAGE>
SMITH BARNEY SHEARSON Unit TrustS,
High Yield Municipal Series 9
(6) Note to Portfolio
(a) Commencing on the date indicated,
sinking fund redemptions are at par and generally
redeem only part of an issue. Optional refunding
redemptions, which may be exercised in whole or
in part, are initially at the price indicated in the
portfolio, then subsequently at prices declining to
par. Certain bonds may provide for redemption at
par prior or in addition to any optional or
mandatory redemption dates or maturity. Some of
the securities may have mandatory sinking funds
which contain optional provisions permitting the
issuer to increase the principal amount of bonds
called on a mandatory redemption date.
(b) At March 31, 1994, the aggregate cost of
investments for Federal income tax purposes was
the same as the cost for financial reporting
purposes, which was $6,794,005.
At March 31, 1994, the net unrealized
appreciation of bonds consisted of:
Gross unrealized appreciation $646,889
Gross unrealized depreciation (92,607)
Net unrealized appreciation $ 554,282
(c) A description of the ratings symbols and
their meanings, as described by the rating
companies themselves, appears under "Description
of Ratings" in the Prospectus.
<PAGE>
<TABLE>
PORTFOLIO OF SMITH BARNEY
SHEARSON UNIT TRUSTS, AS OF
MARCH 31, 1994
HIGH YIELD MUNICIPAL
SERIES 9
Ratings of
Issues(6c)
Moody's
Standard
Optional Sinking
Portfolio No. and Title of Investors
& Poor's Face
Refunding Fund
Value
Securities Service
Corp.
Amount Coupon Maturities
Redemptions(6a) Redemptions(6a)
(Notes 1 and (6b))
<C> <S> <C>
<C> <C> <C>
<C> <C> <C>
<C>
1. Arizona Health Facility Authority,
Ba NR $
725,000
10.125%
11/01/2015
11/01/1995 @
102.000
11/01/1996
$735,875
Hospital System Revenue Refunding
Bonds (St. Luke's Health System),
Series 1985A
2. City of East Chicago, Indiana,
Ba3 BB-
650,000
10.750
12/01/2012
09/16/1995 @ 103.000 --
714,695
Pollution Control Revenue Bonds,
Series 1982B (Inland Steel Company
Project No. 8)
3. City of Farmington, New Mexico,
Ba2 BB
345,000
5.900
04/01/2007
04/30/1994 @
100.000
04/01/1997
311,859
Pollution Control Revenue Refunding
Bonds, Series 1977 (Public Service
Company of New Mexico San Juan
Project)
4. City of Highland Park, Hospital Finance
B1 B
250,000
9.875
12/01/2019
12/01/1997 @
102.500
12/01/1997
264,052
Authority (Highland Park, Michigan)
Hospital Facilities Revenue Bonds,
Michigan Health Care Corporation
Project, Series 1986a
5. City of Sikeston, Missouri, Electric
Aaa AAA
285,000
6.250
06/01/2008
-- 06/01/1999
287,100
System Revenue Bonds, 1978 Series A
6. Claiborne County, Mississippi,
NR NR
565,000
9.875
12/01/2014
12/01/1998 @ 103.000 --
652,937
Pollution Control Revenue Bonds,
(Middle South Energy, Inc. Project)
Series C
7. Greater Detroit Resource Recovery
NR BBB-
200,000
9.250
12/13/2008
12/13/1995 @
103.000
12/13/1999
213,862
Authority, Michigan, Adjustable/Fixed
Rate Resource Recovery Revenue
Bonds,
Series H
The accompanying notes are an integral part
of the financial statements.
<PAGE>
12<PAGE>
PORTFOLIO OF SMITH BARNEY
SHEARSON UNIT TRUSTS, AS OF
MARCH 31, 1994
HIGH YIELD MUNICIPAL
SERIES 9 (Continued)
Ratings of
Issues(6c)
Moody's
Standard
Optional Sinking
Portfolio No. and Title of Investors
& Poor's Face
Refunding Fund
Value
Securities Service
Corp.
Amount Coupon Maturities
Redemptions(6a)
Redemptions(6a) (Notes 1 and (6b))
8. Hospital Authority of Marion County
Aaa AAA $
249,000
8.625%
10/01/2012
10/01/1999 @ 102.000 --
$ 289,582
(Indiana), Hospital Revenue Refunding
Bonds, Series 1987 (University Heights
Hospital)
9. Industrial Development Corporation of
Baa3 BBB-
25,000
10.250
06/01/2017
06/01/1997 @ 103.000
06/01/2009
28,222
Port of Corpus Christi, Texas,
Refunding Revenue Bonds, Series
1986a (Valero Refining and Marketing
Company Project)
10. Jackson County, West Virginia,
Refunding
B1 B+
115,000
6.500
03/01/2008
4/30/1994 @
100.000
03/01/1995
108,566
Pollution Control Revenue Bonds,
Series 1978 (Kaiser Aluminum &
Chemical Corporation Project)
11. Louisiana Public Facilities Authority,
NR AAA
225,000
8.000
05/15/2012
-- 05/15/1997
279,164
Hospital Revenue Refunding Bonds
(Southern Baptist Hospitals, Inc.
Project) Series 1986
12. Michigan State Hospital Finance
Ba B+
700,000
7.500
11/01/2010
11/01/1997 @
102.000
11/01/1999
651,154
Authority, Hospital Revenue and
Refunding Bonds (Detroit Osteopathic
Hospital Corporation), Series 1986a
13. Palm Beach Health Facilities Authority
NR BBB
265,000
8.875
12/01/2018
12/01/1998 @
102.000
12/01/1994
313,522
Hospital Revenue Refunding Bonds,
Prerefunded Series 1988 (JFK Medical
Center, Inc.)
14. Palm Beach Health Facilities Authority
NR BBB
230,000
8.875
12/01/2018
12/01/1998 @
102.000
12/01/1994
251,562
Hospital Revenue Refunding Bonds,
Series 1988 (JFK Medical Center, Inc.)
The accompanying notes are an integral part
of the financial statements.
<PAGE> 13<PAGE>
PORTFOLIO OF SMITH BARNEY
SHEARSON UNIT TRUSTS, AS OF
MARCH 31, 1994
HIGH YIELD MUNICIPAL
SERIES 9 (Continued)
Ratings of
Issues(6c)
Moody's
Standard
Optional Sinking
Portfolio No. and Title of Investors
& Poor's Face
Refunding Fund
Value
Securities Service
Corp.
Amount Coupon Maturities
Redemptions(6a) Redemptions(6a)
(Notes 1 and (6b))
15. Pope County, Arkansas, Pollution
Control
Baa2 BBB $
250,000
11.000%
12/01/2015
12/01/1995 @ 102.000 --
$ 276,820
Revenue Bonds, Series 1985 (Arkansas
Power & Light Company Project)
16. Sam Rayburn Municipal Power Agency
Aaa AAA
150,000
9.625
09/01/2004
09/01/1995 @ 102.000 --
164,160
(Texas), Power Supply System
Revenue
Refunding Bonds, Prerefunded
Series 1985
17. St. John's County, Florida, Industrial
NR NR
345,000
9.500
02/01/2017
02/01/1997 @ 103.000 --
393,110
Development Authority, Industrial
Development Revenue Bonds,
Prerefunded
Series 1986a (Vicars Landing Project)
18. Texas Turnpike Authority, Houston
Ship B
NR 95,000
7.500
01/01/2009
04/30/1994 @
102.000
01/01/1995
92,268
Channel Bridge, Senior Lien Revenue
Bonds, Series 1978
19. The Industrial Development Authority of
the Baa3
BBB- 150,000
9.375
07/01/2012
07/01/1997 @ 103.000 --
166,594
State of New Hampshire, Pollution
Control
Revenue Bonds (The United
Illuminating
Company Project - 1987 Series A)*
20. The Industrial Development Authority
of Baa3
BBB- 250,000
10.750
10/01/2012
10/01/1997 @ 103.000 --
289,295
the State of New Hampshire, Pollution
Control Revenue Bonds (The United
Illuminating Company Project 1987
Series B)*
21. The Industrial Development Board of
the Ba1
BBB 875,000
6.875
08/01/2009
08/01/1994 @
100.500
08/01/2005
863,888
City of Mobile, Alabama, Dock and
Wharf
Revenue Bonds, 1979 Series (Ideal
Basic
Industries, Inc. Project)
$6,944,000
$7,348,287
The accompanying notes are an integral part
of the financial statements.
_____________
* Alternative Minimum Tax Bond (See Other
Risk Factors -
Alternative Minimum Tax Bonds on page
___).
</TABLE>
<PAGE>
TRUST STRUCTURE
This Series (the "Trust") of Smith Barney Unit Trusts is a
"unit investment trust" created under New York law by a Trust
Indenture (the "Indenture") among the Sponsor, the Trustee and
the Evaluator. To the extent that references in this Prospectus
are to articles and sections of the Indenture, which are
incorporated by reference into this Prospectus, the statements
made herein are qualified in their entirety by this reference.
The Securities listed under Portfolio have been deposited with
the Trustee.
Certain of the Securities in the Trust may have been valued
at a market discount. Securities trade at less than par value
because the interest rates on the securities are lower than
interest on comparable debt securities being issued at currently
prevailing interest rates. The current returns of securities
trading at a market discount are lower than the current returns
of comparably rated debt securities of a similar type issued at
currently prevailing interest rates because discount securities
tend to increase in market value as they approach maturity and
the full principal amount becomes payable. If currently
prevailing interest rates for newly issued and otherwise
comparable securities increase, the market discount of previously
issued securities will become deeper, and if currently prevailing
interest rates for newly issued comparable securities decline, the
market discount of previously issued securities will be reduced,
other things being equal. Market discount attributable to
interest rate changes does not indicate a lack of market
confidence in the issue.
Certain of the Securities in the Trust may have been valued
at a market premium. Securities trade at a premium because the
interest rates on the Securities are higher than interest on
comparable debt securities being issued at currently prevailing
interest rates. The current returns of securities trading at a
market premium are higher than the current returns of
comparably rated debt securities of a similar type issued at
currently prevailing interest rates because premium securities
tend to decrease in market value as they approach maturity
when the face amount becomes payable. Because part of the
purchase price is returned not at maturity but through current
income payments, an early redemption of a premium security at
par will result in a reduction in yield. If currently prevailing
interest rates for newly issued and otherwise comparable
securities increase, the market premium of previously issued
securities will decline and if currently prevailing interest rates for
newly issued comparable securities decline, the market premium
of previously issued securities will increase, other things being
equal. Market premium attributable to interest rate changes
does not indicate market confidence in the issue.
The holders ("Holders") of Units will have the right to have
their Units redeemed (see Redemption) at a price based on the
aggregate bid side evaluation of the Securities ("Redemption
Price per Unit") if they cannot be sold in the over-the-counter
market that the Sponsor proposes to maintain (see Market for
Units). The Trust will not continuously offer Units for sale to
the public. On the Evaluation Date each unit of interest
("Unit") represented the fractional undivided interest in the
Securities and net income of the Trust set forth under
Investment Summary. Thereafter, if any Units are redeemed, the
face amount of Securities in the Trust will be reduced, and the
fractional undivided interest represented by each remaining Unit
in the balance will be increased. Units will remain outstanding
until redeemed upon tender to the Trustee by any Holder (which
may include the Sponsor) or until the termination of the
Indenture (see Redemption; Administration of the Trust--
Amendment and Termination).
<PAGE>
RISK FACTORS
"High Yield" Bonds
An investment in Units of the Trust should be made with
an understanding of the risks that an investment in "high yield",
fixed-rate intermediate- and long-term municipal debt
obligations or "junk bonds" may entail, including increased credit
risks and the risk that the value of the Units will decline, and
may decline precipitously, with increases in interest rates or
reductions in the credit quality of the underlying Securities. In
recent years, there have been wide fluctuations in interest rates
and thus in the value of fixed-rate debt obligations generally.
Securities such as those included in the Trust are, under most
circumstances, subject to greater market fluctuations and risk of
loss of income and principal than are investments in lower
yielding, higher rated securities, and their value may decline
precipitously because of increases in interest rates, not only
because the increases in rates generally decrease values but also
because increased rates may indicate a slowdown in the economy
and a decrease in the value of assets generally that may
adversely affect the credit of issuers of high yield securities
resulting in a higher incidence of default among high yield
securities. The Sponsor cannot predict future economic policies
or their consequences, or therefore, the course or extent of any
similar market fluctuations in the future. To the extent that
payment of amounts due on the Securities depends on revenue
from publicly held corporations, an investor should realize that
these Securities, in many cases, do not have the benefit of
covenants that would prevent the corporations from engaging in
capital restructurings which could have the effect of reducing the
ability of the issuer to meet its obligations and might result in
the ratings of the Securities and the value of the underlying
Portfolio being reduced.
The Trust portfolio contains "high yield" municipal bonds.
"High yield" or "junk" bonds, the generic names for bonds that,
if rated, are rated below BBB by Standard & Poor's or Baa by
Moody's. Trading of high yield bonds takes place primarily in
over-the-counter markets consisting of groups of dealer firms
that are typically major securities firms. Because the high yield
bond market is a dealer market, rather than an auction market,
no single obtainable price for a given bond prevails at any given
time. Prices are determined by negotiation between traders.
The existence of a liquid trading market for the Securities may
depend on whether dealers will make a market in the Securities.
There can be no assurance that a market will be made for any
of the Securities, that any market for the Securities will be
maintained or of the liquidity of the Securities in any markets
made. Not all dealers maintain markets in all high yield bonds.
Therefore, since there are fewer traders in these bonds than
there are in "investment grade" bonds, the bid-offer spread is
usually greater for high yield bonds than it is for investment
grade bonds. In addition, the Trust may be restricted under the
Investment Company Act of 1940 from selling Securities to the
Sponsor. The price at which the Securities may be sold to meet
redemptions and the value of the Trust will be adversely affected
if trading markets for the Securities are limited or absent. If the
rate of redemptions is great, the value of the Trust may decline
to a level that requires liquidation (see Amendment and
Termination).
Lower-rated and comparable non-rated securities tend to
offer higher yields than higher-rated securities with the same
maturities because the creditworthiness of the issuers of lower-
rated securities may not be as strong as that of other issuers.
Because investors generally perceive that there are greater risks
associated with the lower-rated and non-rated securities in the
Trust, the yields and prices of these securities tend to fluctuate
more than higher-rated securities with changes in the perceived
quality of the credit of their issuers. In addition, the market
value of high yield, fixed-
<PAGE>
income securities may fluctuate more than the market value of
higher-rated securities since high yield, fixed-income securities
tend to reflect short-term credit developments to a greater extent
than higher-rated securities. Also, because high yield bonds may
be more sensitive to adverse changes in credit status than bonds
of investment grade, sales of Securities from the Portfolio may
occur more frequently than sales of portfolio securities from
trusts invested in higher-rated bonds; this could result in possible
loss of principal and a more rapid decline in the size of the
Trust than otherwise would be the case. Lower-rated and non-
rated securities generally involve greater risks of loss of income
and principal than higher-rated securities, and recent studies
have indicated that the number of defaults by issuers and the
amount of debt in default have increased substantially in the past
few years. The issuers of lower-rated and non-rated securities
may possess less creditworthy characteristics than the issuers of
higher-rated securities and, especially in the case of issuers
whose obligations or credit standing have recently been
downgraded, may be subject to claims by debtholders, owners of
property leased to the issuer or others that, if sustained, would
make it more difficult for the issuers to meet their payment
obligations. High yield bonds are also affected by variables such
as interest rates, inflation rates and real growth in the economy.
Therefore, investors should consider carefully the relative risks
associated with investment in securities which carry lower ratings
or which are not rated. Finally, the value of the Units reflects
the value of the portfolio securities, including the value (if any)
of securities in default. Should any Security default in the
payment of principal or interest, the Trust may incur additional
expenses seeking payment on the defaulted Security. Because
amounts (if any) recovered by the Trust in payment under the
defaulted Security may not be reflected in the value of the Units
until actually received by the Trust, and depending upon when
a Holder purchases or sells his Units, it is possible that a Holder
would bear a portion of the cost of recovery without receiving
any portion of the payment recovered.
Securities that are rated lower than BBB or Baa should be
considered speculative as such ratings indicate a quality of less
than investment grade. Securities that are not rated by either
Standard & Poor's or Moody's should also be considered
speculative. There is no established retail secondary market for
many of these Securities. The Sponsor does not anticipate that
these Securities could be sold other than to institutional
investors. However, the Sponsor expects that there is a readily
available market among institutional investors for these
Securities in the event it is necessary to sell such Securities to
meet redemptions of Units. The limited market for these
Securities may affect the price of the particular Security to be
sold for purposes of redemption and the amount actually
realized by the Trust upon a sale. Any sale may therefore result
in a loss to the Trust. Investors should carefully review the
objective of the Trust and consider their ability to assume the
risks involved before making an investment in the Trust. (See
Description of Ratings for a description of speculative ratings
issued by Standard & Poor's and Moody's.)
Other Risk Factors
As set forth under Investment Summary and Portfolio, the
Trust may contain or be concentrated* in one or more of the
classifications of Securities referred to below. Percentages of
any concentrations for this Trust are set forth under Investment
Summary. An investment in Units of the Trust should be made
with an understanding of the risks which these investments may
entail, certain of which are described below.
__________
* A Trust is considered to be "concentrated" in a particular
category when the Securities in that category constitute 25% or
more of the aggregate face amount of the Portfolio.
<PAGE>
General Obligation Bonds. Certain of the Debt Obligations
in the Trust may be general obligations of a governmental entity.
General obligation bonds are backed by the issuer's pledge of its
full faith, credit and taxing power for the payment of principal
and interest. However, the taxing power of any governmental
entity may be limited by provisions of state constitutions or laws
and an entity's credit will depend on many factors, including an
erosion of the tax base due to population declines, natural
disasters, declines in the state's industrial base or inability to
attract new industries, economic limits on the ability to tax
without eroding the tax base, the extent to which the entity relies
on Federal or state aid, and access to capital markets or other
factors beyond the entity's control.
In addition, certain of the Debt Obligations in the Trust
may be obligations of issuers that rely in whole or in part on ad
valorem real property taxes as a source of revenue. Certain
proposals, in the form of state legislative proposals or voter
initiatives, to limit ad valorem real property taxes have been
introduced in various states. The Sponsor cannot predict the
final impact of future legislative or constitutional measures on
school districts and local governments or on their abilities to
make future payments on their outstanding debt obligations.
Moral Obligation Bonds. The Trust may also include
"moral obligation" bonds. If an issuer of moral obligation bonds
is unable to meet its obligations, the repayment of the bonds
becomes a moral commitment but not a legal obligation of the
state or municipality in question. Even though the state may be
called on to restore any deficits in capital reserve funds of the
agencies or authorities which issued the bonds, any restoration
generally requires appropriation by the state legislature and
accordingly the statutes do not constitute a legally enforceable
obligation or debt of the state. The agencies or authorities
generally have no taxing power.
Pollution Control Revenue Bonds. Pollution control
revenue bonds are a type of industrial revenue bond ("IRBs").
IRBs are tax exempt securities issued by states, municipalities,
public authorities or similar entities ("issuers") to finance the cost
of acquiring, constructing or improving various projects,
including pollution control facilities and certain industrial
development facilities. These projects are usually operated by
corporate entities. IRBs are not general obligations of
governmental entities backed by their taxing power. Issuers are
only obligated to pay amounts due on the IRBs to the extent
that funds are available from the unexpended proceeds of the
IRBs or receipts or revenues of the issuer under arrangements
between the issuer and the corporate operator of a project.
These arrangements may be in the form of a lease, installment
sale agreement, conditional sale agreement or loan agreement,
but in each case the payments to the issuer are designed to be
sufficient to meet the payments of amounts due on the IRBs.
IRBs are generally issued under bond resolutions,
agreements or trust indentures pursuant to which the revenues
and receipts payable under the issuer's arrangements with the
corporate operator of a particular project have been assigned
and pledged to the holders of the IRBs or a trustee for the
benefit of the holders of the IRBs. In certain cases, a mortgage
on the underlying project has been assigned to the holders of the
IRBs or a trustee as additional security for the IRBs. In
addition, IRBs are frequently directly guaranteed by the
corporate operator of the project or by another affiliated
company. Regardless of the structure, payment of IRBs is solely
dependent upon the creditworthiness of the corporate operator
of the project or corporate guarantor. Corporate operators or
guarantors that are industrial companies may be affected by
many factors which may have an adverse impact on the credit
quality of the particular company or industry. These include
cyclicality of revenues and earnings, regulatory and
environmental restrictions, litigation resulting
<PAGE>
from accidents or environmentally-caused illnesses, extensive
competition (including that of low-cost foreign companies),
unfunded pension fund liabilities or off-balance sheet items, and
financial deterioration resulting from leveraged buy-outs or
takeovers.
Alternative Minimum Tax Bonds. Interest from alternative
minimum tax bonds (generally called private activity bonds in the
Code), other than from bonds issued for charitable, educational
and certain other purposes, is exempt from the regular Federal
income tax for individuals and corporations. However, such
interest is a preference item for purposes of the alternative
minimum tax for individuals and corporations. Investors should
be aware that available returns from newly issued Debt
Obligations acquired by the Trust that are not alternative
minimum tax bonds may be lower than those from alternative
minimum tax bonds due to the possibility of Federal tax liability
on interest arising from alternative minimum tax bonds. (See
Taxes.)
Debt Obligations of Utilities. The ability of investor-owned
and municipal utilities to meet their obligations with respect to
revenue bonds issued on their behalf is dependent on various
factors, including the rates they may charge their customers, the
demand for a utility's services and the cost of providing those
services. Utilities, in particular investor-owned utilities, are
subject to extensive regulation relating to the rates which they
may charge customers. Utilities can experience regulatory,
political and consumer resistance to rate increases. Utilities
engaged in long-term capital projects are especially sensitive to
regulatory lags in granting rate increases. Any difficulty in
obtaining timely and adequate rate increases could adversely
affect a utility's results of operations.
The demand for a utility's services is influenced by, among
other factors, competition, weather conditions and economic
conditions. Electric utilities, for example, have experienced
increased competition as a result of the availability of other
energy sources, the effects of conservation on the use of
electricity, self-generation by industrial customers and the
generation of electricity by co-generators and other independent
power producers. Also, increased competition will result if
Federal regulators determine that utilities must open their
transmission lines to competitors. Utilities which distribute
natural gas also are subject to competition from alternative
fuels, including fuel oil, propane and coal.
The utility industry is an increasing cost business making the
cost of generating electricity more expensive and heightening its
sensitivity to regulation. A utility's costs are influenced by the
utility's cost of capital, the availability and cost of fuel and other
factors. In addition, natural gas pipeline and distribution
companies have incurred increased costs as a result of long-term
natural gas purchase contracts containing "take or pay"
provisions which require that they pay for natural gas even if
natural gas is not taken by them. There can be no assurance
that a utility will be able to pass on these increased costs to
customers through increased rates. Utilities incur substantial
capital expenditures for plant and equipment. In the future,
they will also incur increasing capital and operating expenses to
comply with environmental legislation such as the Clean Air Act
of 1990, and other energy, licensing and other laws and
regulations relating to, among other things, air emissions, the
quality of drinking water, waste water discharge, solid and
hazardous substance handling and disposal, and citing and
licensing of facilities. Environmental legislation and regulations
are changing rapidly and are the subject of current public policy
debate and legislative proposals. It is increasingly likely that
some or many utilities will be subject to more stringent
environmental standards in the future that could result in
significant capital expenditures. Future legislation and
regulation could include, among other things, regulation of so-
called electromagnetic
<PAGE>
fields associated with electric transmission and distribution lines
as well as emissions of carbon dioxide and other so-called
greenhouse gases associated with the burning of fossil fuels.
Compliance with these requirements may limit a utility's
operations or require substantial investments in new equipment
and, as a result, may adversely affect a utility's results of
operations.
The electric utility industry in general is subject to various
external factors including (a) the effects of inflation upon the
costs of operation and construction, (b) substantially increased
capital outlays and longer construction periods for larger and
more complex new generating units, (c) uncertainties in
predicting future load requirements, (d) increased financing
requirements coupled with limited availability of capital, (e)
exposure to cancellation and penalty charges on new generating
units under construction, (f) problems of cost and availability of
fuel, (g) compliance with rapidly changing and complex
environmental, safety and licensing requirements, (h) litigation
and proposed legislation designed to delay or prevent
construction of generating and other facilities, (i) the uncertain
effects of conservation on the use of electric energy, (j)
uncertainties associated with the development of a national
energy policy, (k) regulatory, political and consumer resistance
to rate increases and (l) increased competition as a result of the
availability of other energy sources. These factors may delay
the construction and increase the cost of new facilities, limit the
use of, or necessitate costly modifications to, existing facilities,
impair the access of electric utilities to credit markets, or
substantially increase the cost of credit for electric generating
facilities. The Sponsors cannot predict at this time the ultimate
effect of such factors on the ability of any issuers to meet their
obligations with respect to Bonds.
The National Energy Policy Act ("NEPA"), which became
law in October, 1992, makes it mandatory for a utility to permit
non-utility generators of electricity access to its transmission
system for wholesale customers, thereby increasing competition
for electric utilities. NEPA also mandated demand-side
management policies to be considered by utilities. NEPA
prohibits the Federal Energy Regulatory Commission from
mandating electric utilities to engage in retail wheeling, which
is competition among suppliers of electric generation to provide
electricity to retail customers (particularly industrial retail
customers) of a utility. However, under NEPA, a state can
mandate retail wheeling under certain conditions.
There is a concern by the public, the scientific community,
and the U.S. Congress regarding environmental damage
resulting from the use of fossil fuels. Congressional support for
the increased regulation of air, water, and soil contaminants is
building and there are a number of pending or recently enacted
legislative proposals which may affect the electric utility
industry. In particular, on November 15, 1990, legislation was
signed into law that substantially revises the Clean Air Act (the
"1990 Amendments"). The 1990 Amendments seek to improve
the ambient air quality throughout the United States by the year
2000. A main feature of the 1990 Amendments is the reduction
of sulphur dioxide and nitrogen oxide emissions caused by
electric utility power plants, particularly those fueled by coal.
Under the 1990 Amendments the U.S. Environmental
Protection Agency ("EPA") must develop limits for nitrogen
oxide emissions by 1993. The sulphur dioxide reduction will be
achieved in two phases. Phase I addresses specific generating
units named in the 1990 Amendments. In Phase II the total
U.S. emissions will be capped at 8.9 million tons by the year
2000. The 1990 Amendments contain provisions for allocating
allowances to power plants based on historical or calculated
levels. An allowance is defined as the authorization to emit one
ton of sulphur dioxide.
<PAGE>The 1990 Amendments also provide for possible
further regulation of toxic air emissions from electric generating
units pending the results of several federal government studies
to be conducted over the next three to four years with respect
to anticipated hazards to public health, available corrective
technologies, and mercury toxicity.
Electric utilities which own or operate nuclear power plants
are exposed to risks inherent in the nuclear industry. These risks
include exposure to new requirements resulting from extensive
federal and state regulatory oversight, public controversy,
decommissioning costs, and spent fuel and radioactive waste
disposal issues. While nuclear power construction risks are no
longer of paramount concern, the emerging issue is radioactive
waste disposal. In addition, nuclear plants typically require
substantial capital additions and modifications throughout their
operating lives to meet safety, environmental, operational and
regulatory requirements and to replace and upgrade various
plant systems. The high degree of regulatory monitoring and
controls imposed on nuclear plants could cause a plant to be
out of service or on limited service for long periods. When a
nuclear facility owned by an investor-owned utility or a state or
local municipality is out of service or operating on a limited
service basis, the utility operator or its owners may be liable for
the recovery of replacement power costs. Risks of substantial
liability also arise from the operation of nuclear facilities and
from the use, handling, and possible radioactive emissions
associated with nuclear fuel. Insurance may not cover all types
or amounts of loss which may be experienced in connection with
the ownership and operation of a nuclear plant and severe
financial consequences could result from a significant accident
or occurrence. The Nuclear Regulatory Commission has
promulgated regulations mandating the establishment of funded
reserves to assure financial capability for the eventual
decommissioning of licensed nuclear facilities. These funds are
to be accrued from revenues in amounts currently estimated to
be sufficient to pay for decommissioning costs.
The ability of state and local joint power agencies to make
payments on bonds they have issued is dependent in large part
on payments made to them pursuant to power supply or similar
agreements. Courts in Washington, Oregon and Idaho have held
that certain agreements between the Washington Public Power
Supply System ("WPPSS") and the WPPSS participants are
unenforceable because the participants did not have the
authority to enter into the agreements. While these decisions
are not specifically applicable to agreements entered into by
public entities in other states, they may cause a reexamination of
the legal structure and economic viability of certain projects
financed by joint power agencies, which might exacerbate some
of the problems referred to above and possibly lead to legal
proceedings questioning the enforceability of agreements upon
which payment of these bonds may depend.
Single Family and Multi-Family Housing Obligations.
Multi-family housing revenue bonds and single family mortgage
revenue bonds are state and local housing issues that have been
issued to provide financing for various housing projects. Multi-
family housing revenue bonds are payable primarily from the
revenues derived from mortgage loans to housing projects for
low to moderate income families. Single-family mortgage
revenue bonds are issued for the purpose of acquiring from
originating financial institutions notes secured by mortgages on
residences.
Housing obligations are not general obligations of the issuer
although certain obligations may be supported to some degree
by Federal, state or local housing subsidy programs. Budgetary
constraints experienced by these programs as well as the failure
by a state or local housing issuer to satisfy the qualifications
required for coverage under these programs or any legal or
administrative determinations that the coverage of these
programs is not available to a housing issuer, probably will
<PAGE>result in a decrease or elimination of subsidies
available for payment of amounts due on the housing issuer's
obligations. The ability of housing issuers to make debt service
payments on their obligations will also be affected by various
economic and non-economic developments including, among
other things, the achievement and maintenance of sufficient
occupancy levels and adequate rental income in multi-family
projects, the rate of default on mortgage loans underlying single
family issues and the ability of mortgage insurers to pay claims,
employment and income conditions prevailing in local markets,
increases in construction costs, taxes, utility costs and other
operating expenses, the managerial ability of project managers,
changes in laws and governmental regulations and economic
trends generally in the localities in which the projects are
situated. Occupancy of multi-family housing projects may also
be adversely affected by high rent levels and income limitations
imposed under Federal, state or local programs.
All single family mortgage revenue bonds and certain multi-
family housing revenue bonds are prepayable over the life of the
underlying mortgage or mortgage pool, and therefore the
average life of housing obligations cannot be determined.
However, the average life of these obligations will ordinarily be
less than their stated maturities. Single-family issues are subject
to mandatory redemption in whole or in part from prepayments
on underlying mortgage loans; mortgage loans are frequently
partially or completely prepaid prior to their final stated
maturities as a result of events such as declining interest rates,
sale of the mortgaged premises, default, condemnation or
casualty loss. Multi-family issues are characterized by mandatory
redemption at par upon the occurrence of monetary defaults or
breaches of covenants by the project operator. Additionally,
housing obligations are generally subject to mandatory partial
redemption at par to the extent that proceeds from the sale of
the obligations are not allocated within a stated period (which
may be within a year of the date of issue). To the extent that
these obligations were valued at a premium when a Holder
purchased Units, any prepayment at par would result in a loss of
capital to the Holder and, in any event, reduce the amount of
income that would otherwise have been paid to Holders.
The tax exemption for certain housing revenue bonds
depends on qualification under Section 143 of the Internal
Revenue Code of 1986, as amended (the "Code"), in the case of
single family mortgage revenue bonds or Section 142(a)(7) of the
Code or other provisions of Federal law in the case of certain
multi-family housing revenue bonds (including Section 8 assisted
bonds). These sections of the Code or other provisions of
Federal law contain certain ongoing requirements, including
requirements relating to the cost and location of the residences
financed with the proceeds of the single family mortgage revenue
bonds and the income levels of tenants of the rental projects
financed with the proceeds of the multi-family housing revenue
bonds. While the issuers of the bonds and other parties,
including the originators and servicers of the single-family
mortgages and the owners of the rental projects financed with
the multi-family housing revenue bonds, generally covenant to
meet these ongoing requirements and generally agree to institute
procedures designed to ensure that these requirements are met,
there can be no assurance that these ongoing requirements will
be consistently met. The failure to meet these requirements
could cause the interest on the bonds to become taxable,
possibly retroactively from the date of issuance, thereby reducing
the value of the bonds, subjecting the Holders to unanticipated
tax liabilities and possibly requiring the Trustee to sell the bonds
at reduced values. Furthermore, any failure to meet these
ongoing requirements might not constitute an event of default
under the applicable mortgage or permit the holder to accelerate
payment of the bond or require the issuer to redeem the bond.
In any event, where the mortgage is insured by the Federal
Housing administration, its consent may be required before
insurance proceeds would become payable to redeem the
mortgage bonds.
<PAGE>Revenue Bonds of Hospitals and Health Care
Facilities. The ability of hospitals and other health care facilities
to meet their obligations with respect to revenue bonds issued on
their behalf is dependent on various factors, including the level
of payments received from private third-party payors and
government programs and the costs of providing health care
services.
A significant portion of the revenues of hospitals and other
health care facilities is derived from private third-party payors
and government programs, including the Medicare and Medicaid
programs. Both private third-party payors and government
programs have undertaken cost containment measures designed
to limit payments made to health care facilities. Furthermore,
government programs are subject to statutory and regulatory
changes, retroactive rate adjustments, administrative rulings and
government funding restrictions, all of which may materially
decrease the rate of program payments for health care facilities.
There can be no assurance that payments under governmental
programs will remain at levels comparable to present levels or
will, in the future, be sufficient to cover the costs allocable to
patients participating in such programs. In addition, there can
be no assurance that a particular hospital or other health care
facility will continue to meet the requirements for participation
in such programs.
The costs of providing health care services are subject to
increase as a result of, among other factors, changes in medical
technology and increased labor costs. In addition, health care
facility construction and operation is subject to federal, state and
local regulations relating to the adequacy of medical care,
equipment, personnel, operating policies and procedures, rate-
setting, and compliance with building codes and environmental
laws. Facilities are subject to periodic inspection by
governmental and other authorities to assure continued
compliance with the various standards necessary for licensing
and accreditation. These regulatory requirements are subject to
change and, to comply, it may be necessary for a hospital or
other health care facility to incur substantial capital expenditures
or increased operating expenses to effect changes in its facilities,
equipment, personnel and services.
Hospitals and other health care facilities are subject to
claims and legal actions by patients and others in the ordinary
course of business. Although these claims are generally covered
by insurance, there can be no assurance that a claim will not
exceed the insurance coverage of a health care facility or that
insurance coverage will be available to a facility. In addition, a
substantial increase in the cost of insurance could adversely
affect the results of operations of a hospital or other health care
facility. The Clinton Administration may impose regulations
which could limit price increases for hospitals, the level of
reimbursements for third-party payors or other measures to
reduce health care costs and make health care available to more
individuals, which would reduce profits for hospitals. Some
states, such as New Jersey, have significantly changed their
reimbursement systems. If a hospital cannot adjust to the new
system by reducing expenses or raising rates, financial difficulties
may arise. Also, Blue Cross has denied reimbursements for
some hospitals for services other than emergency room services.
The lost volume would reduce revenue unless replacement
patients were found.
Certain hospital bonds may provide for redemption at par
at any time upon the sale by the issuer of the hospital facilities
to a nonaffiliated entity or in other circumstances. For example,
certain hospitals may have the right to call bonds at par if the
hospital may legally be required because of the bonds to perform
procedures against specified religious principles. Certain FHA-
insured bonds may provide that all or a portion of those bonds,
otherwise callable at a premium, can be called at par in certain
circumstances. If a hospital defaults upon a bond obligation, the
<PAGE>realization of Medicare and Medicaid receivables may
be uncertain and, if the bond obligation is secured by the
hospital facilities, legal restrictions on the ability to foreclose
upon the facilities and the limited alternative uses to which a
hospital can be put may reduce severely its collateral value.
The Internal Revenue Service is currently engaged in a
program of intensive audits of certain large tax-exempt hospital
and health care facility organizations. Although these audits
have not yet been completed, it has been reported that the tax-
exempt status of some of these organizations may be revoked.
At this time, it is uncertain whether any of the hospital and
health care facility obligations held by the Trust will be affected
by such audit proceedings.
Lease Rental Obligations. Lease rental obligations are
issued for the most part by governmental authorities that have
no taxing power or other means of directly raising revenues.
Rather, the authorities are financing vehicles created solely for
the construction of buildings (administrative offices, convention
centers and prisons, for example) or the purchase of equipment
(police cars and computer systems, for example) that will be
used by a state or local government (the "lessee"). Thus, the
obligations are subject to the ability and willingness of the lessee
government to meet its lease rental payments which include debt
service on the obligations. Lease rental obligations are subject,
in almost all cases, to the annual appropriation risk, i.e., the
lessee government is not legally obligated to budget and
appropriate for the rental payments beyond the current fiscal
year. These obligations are also subject to the risk of abatement
in many states -- rental obligations cease in the event that
damage, destruction or condemnation of the project prevents its
use by the lessee. (In these cases, insurance provisions designed
to alleviate this risk become important credit factors.) In the
event of default by the lessee government, there may be
significant legal and or practical difficulties involved in the re-
letting or sale of the project. Some of these issues, particularly
those for equipment purchase, contain the so-called "substitution
safeguard", which bars the lessee government, in the event it
defaults on its rental payments, from the purchase or use of
similar equipment for a certain period of time. This safeguard
is designed to insure that the lessee government will appropriate
necessary funds even though it is not legally obligated to so do,
but its legality remains untested in most, if not all, states.
Facility Revenue Bonds Dependent on User Fees. Certain
facility revenue bonds are payable from and secured by the
revenues from the ownership and operation of particular
facilities, such as airports (including airport terminals and
maintenance facilities) marine terminals, bridges, turnpikes and
port authorities. For example, the major portion of gross airport
operating income is generally derived from fees received from
signatory airlines pursuant to use agreements which consist of
annual payments for airport use, occupancy of certain terminal
space, facilities, service fees, concessions and leases. Airport
operating income may therefore be affected by the ability of the
airlines to meet their obligations under the use agreements. The
air transport industry is experiencing significant variations in
earnings and traffic, due to increased competition, excess
capacity, increased aviation fuel and other costs, deregulation,
traffic constraints, the current recession and other factors. As a
result, several airlines are experiencing severe financial
difficulties. Several airlines including Trans World Airlines, Inc.,
Continental Airlines, Inc., and Braniff International Inc., have
sought protection from their creditors under Chapter 11 of the
Bankruptcy Code. In addition, other airlines, such as Pan
American Corporation and Midway Airlines, Inc. have recently
been liquidated. The Sponsor cannot predict what effect these
industry conditions may have on airport revenues which are
dependent for payment on the financial condition of the airlines
and their usage of the particular airport facility.
<PAGE>
Similarly, payment on bonds related to other facilities is
dependent on revenues from the projects, such as user fees from
ports, tolls on turnpikes and bridges and rents from buildings.
Therefore, payment may be adversely affected by reduction in
revenues due to such factors as increased cost of maintenance or
decreased use of a facility, lower cost of alternative modes of
transportation or scarcity of fuel and reduction or loss of rents.
Solid Waste Disposal Bonds. Bonds issued for solid waste
disposal facilities are generally payable from user fees and from
revenues that may be earned by the facility on the sale of
electrical energy generated in the combustion of waste products.
The ability of solid waste disposal facilities to meet their
obligations depends upon the continued use of the facility, the
successful and efficient operation of the facility and the
continued ability of the facility to generate electricity on a
commercial basis. All of these factors may be affected by a
failure of municipalities to fully utilize the facilities, an
insufficient supply of waste for disposal due to economic or
population decline, rising construction and maintenance costs,
any delays in construction of facilities and lower-cost alternative
modes of waste processing. Because of the relatively short
history of this type of financing, there may be technological risks
involved in the satisfactory construction or operation of the
projects exceeding those associated with most municipal
enterprise projects. Increasing environmental regulation on the
federal, state and local level has a significant impact on waste
disposal facilities. While regulation requires more waste
producers to use waste disposal facilities, it also imposes
significant costs on the facilities. These costs include compliance
with frequently changing and complex regulatory requirements,
the cost of obtaining construction and operating permits, the cost
of conforming to prescribed and changing equipment standards
and required methods of operation and the cost of disposing of
the waste residue that remains after the disposal process in an
environmentally safe manner. In addition, waste disposal
facilities frequently face substantial opposition by environmental
groups and officials to their location and operation, to the
possible adverse effects upon the public health and the
environment that may be caused by wastes disposed of at the
facilities and to alleged improper operating procedures. Waste
disposal facilities benefit from laws which require waste to be
disposed of in a certain manner but any relaxation of these laws
could cause a decline in demand for the facilities' services.
Finally, waste disposal facilities are concerned with many of the
same issues facing utilities insofar as they derive revenues from
the sale of energy to local power utilities (see the discussion of
Utility Obligations above).
Special Tax Bonds. Special tax bonds are payable from and
secured by the revenues derived by a municipality from a
particular tax such as a tax on the rental of a hotel room, on the
purchase of food and beverages, on the rental of automobiles or
on the consumption of liquor. Special tax bonds are not secured
by the general tax revenues of the municipality, and they do not
represent general obligations of the municipality. Therefore,
payment on special tax bonds may be adversely affected by a
reduction in revenues realized from the underlying special tax
due to a general decline in the local economy or population or
due to a decline in the consumption, use or cost of the goods
and services that are subject to taxation. Also, should spending
on the particular goods or services that are subject to the special
tax decline, the municipality may be under no obligation to
increase the rate of the special tax to ensure that sufficient
revenues are raised from the shrinking taxable base.
Transit Authority Obligations. Mass transit is generally not
self-supporting from fare revenues. Therefore, additional
financial resources must be made available to ensure operation
of mass transit systems as well as the timely payment of debt
service. Often such financial resources <PAGE>include
Federal and state subsidies, lease rentals paid by funds of the
state or local government or a pledge of a special tax such as a
sales tax or a property tax. If fare revenues or the additional
financial resources do not increase appropriately to pay for rising
operating expenses, the ability of the issuer to adequately service
the debt may be adversely affected.
Water and Sewer Revenue Bonds. Water and sewer bonds
are generally payable from user fees. The ability of state and
local water and sewer authorities to meet their obligations may
be affected by failure of municipalities to utilize fully the
facilities constructed by these authorities, economic or
population decline and resulting decline in revenue from user
charges, rising construction and maintenance costs and delays in
construction of facilities, impact of environmental requirements,
failure or inability to raise user charges in response to increased
costs, the difficulty of obtaining or discovering new supplies of
fresh water, the effect of conservation programs and the impact
of "no growth" zoning ordinances. In some cases this ability may
be affected by the continued availability of Federal and state
financial assistance and of municipal bond insurance for future
bond issues.
Revenue Obligations of Universities and Colleges. The
ability of universities and colleges to meet their obligations is
dependent upon various factors, including the size and diversity
of their sources of revenues, enrollment, reputation,
management expertise, the availability and restrictions on the use
of endowments and other funds, the quality and maintenance
costs of campus facilities, and, in the case of public institutions,
the financial condition of the relevant state or other
governmental entity and its policies with respect to education.
The institution's ability to maintain enrollment levels will depend
on such factors as tuition costs, geographic location, geographic
diversity and quality of the student body, quality of the faculty
and the diversity of program offerings. Statistics and projections
developed by the Center for Education Statistics, a unit within
the United States Department of Education's Office of
Education Research and Improvement, indicate that enrollment
in postsecondary education institutions peaked in 1983, declined
in 1984 and increased in 1985, 1986 and 1987, and is expected to
increase in the next several years. On the other hand, a study
performed by the Western Interstate Commission for Higher
Education in 1984 projects a steady decline in the number of
high school graduates nationally through 1992, falling from
projected levels of 2.54 million in 1987 to 2.29 million in 1992.
This latter study forecasts a return by 1998 to projected 1987
levels of high school graduates.
Legislative or regulatory action in the future at the Federal,
state or local level may directly or indirectly affect eligibility
standards or reduce or eliminate the availability of funds for
certain types of student loans or grant programs, including
student aid, research grants and work-study programs, and may
affect indirect assistance for education.
Litigation and Legislation
To the best knowledge of the Sponsor, there was no
litigation pending as of the Date of Deposit with respect to any
Debt Obligations that might reasonably be expected to have a
material adverse effect upon the Trust. At any time litigation
may be initiated on a variety of grounds with respect to the Debt
Obligations. Litigation, for example, challenging the issuance of
pollution control revenue bonds under recently-enacted
environmental protection statutes may affect the validity of Debt
Obligations or the tax-free nature of their interest. While the
outcome of litigation of this nature can never be entirely
predicted, opinions of bond counsel are delivered on the date of
issuance of each Debt Obligation to the effect that the Debt
Obligation has been validly issued and that the
<PAGE>interest thereon is exempt from Federal income tax.
In addition, other factors may arise from time to time which
potentially may impair the ability of issuers to make payments
due on Debt Obligations.
Under the Federal Bankruptcy Act, a political subdivision
or public agency or instrumentality of any state, including
municipalities, may proceed to restructure or otherwise alter the
terms of its obligations, including those of the type of which the
Trust is comprised. The Sponsor is unable to predict what
effect, if any, this legislation will have on the Trust.
From time to time Congress considers proposals to tax the
interest on State and local obligations, such as the Debt
Obligations. The Supreme Court clarified in South Carolina v.
Baker (decided April 20, 1988) that the U.S. Constitution does
not prohibit Congress from passing a non-discriminatory tax on
State and local obligations. This type of legislation, if enacted
into law, could adversely affect an investment in Units. Holders
are urged to consult their own tax advisors.
DESCRIPTION OF THE TRUST
Payment of the Securities and Life of the Trust
Because certain of the Securities from time to time may be
redeemed or prepaid or will mature in accordance with their
terms or may be sold under certain circumstances described
herein, no assurance can be given that the Trust will retain for
any length of time its present size and composition (see
Redemption). Many of the Securities may be subject to
redemption prior to their stated maturity dates pursuant to
optional refunding or sinking fund redemption provisions or
otherwise. In general, optional refunding redemption provisions
are more likely to be exercised when the offering side evaluation
is at a premium over par than when it is at a discount from par.
Generally, the offering side evaluation of Securities will be at a
premium over par when market interest rates fall below the
coupon rate on the Securities. The percentage of the face
amount of Securities in the Portfolio which were at a bid side
evaluation in excess of par is set forth under Investment
Summary. Certain Securities in the Portfolio may be subject to
sinking fund provisions. These provisions are designed to
redeem a significant portion of an issue gradually over the life
of the issue; obligations to be redeemed are generally chosen by
lot. The Portfolio contains a listing of the sinking fund and
optional redemption provisions with respect to the Securities.
Tax Exemption
In the opinion of bond counsel rendered on the date of
issuance of each Security, the interest on the Securities is
excludable from gross income under then existing law for regular
Federal income tax purposes (except in certain circumstances
depending on the Holder) but may be subject to state and local
taxes and may be a preference item for purposes of the
alternative minimum tax. As discussed under Description of the
Trust--Taxes, interest on some or all of the Securities may
become subject to regular Federal income tax, perhaps
retroactively to their date of issuance, as a result of changes in
Federal law or as a result of the failure of issuers (or other users
of the proceeds of the municipal organizations) to comply with
certain ongoing requirements.
The Internal Revenue Service announced on June 14, 1993
that it will be expanding its examination program with respect to
tax-exempt bonds. The expanded examination program will
consist of, among other measures, increased enforcement against
abusive transactions, broader audit <PAGE>coverage (including
the expected issuance of audit guidelines) and expanded
compliance achieved by means of expected revisions to the tax-
exempt bond information return forms. At this time, it is
uncertain whether the tax exempt status of any of the Debt
Obligations would be affected by the expanded examination
program, or whether such effect, if any, would be retroactive.
In certain cases, a Security may provide that if the interest
on the Security should ultimately be determined to be taxable,
the Security would become due and payable by its issuer, and, in
addition, may provide that any related letter of credit or other
security could be called upon if the issuer failed to satisfy all or
part of its obligation. In other cases, however, a Security may
not provide for the acceleration or redemption of the Security or
a call upon the related letter of credit or other security upon a
determination of taxability. In those cases in which a Security
does not provide protection from a determination of taxability
or in which both the issuer and the bank or other entity issuing
the letter of credit or other security are unable to meet their
obligations to pay the amounts due on the Security as a result of
a determination of taxability, the Trustee would be obligated to
sell the Security and, since it would be sold as a taxable security,
it is expected that it would have to be sold at a substantial
discount from current market price. In addition, as mentioned
above, Holders might be required to pay income tax on interest
received prior to the date of the determination of taxability.
The Portfolio
The Portfolio contains different issues of municipal debt
obligations with fixed final maturity dates, which on the Date of
Deposit were either rated in the category B or better by either
Standard & Poor's or Moody's or had, in the opinion of the
Sponsor, comparable credit characteristics. As used herein the
term "Securities" means the debt obligations initially deposited
in the Trust and described under Portfolio and any substitute
Securities acquired and held by the Trust pursuant to the
provisions of the Indenture (see Administration of the Trust--
Trust Supervision). See Investment Summary for a summary of
particular matters relating to the Portfolio.
In selecting Securities for deposit in the Trust, the Sponsor
considered the following factors, among others: (i) whether the
Securities were rated in the category B or better by Standard &
Poor's or Moody's or, if unrated, had, in the opinion of the
Sponsor, comparable credit characteristics, (ii) the yield and
price of the Securities relative to other comparable debt
securities, (iii) the diversification of the Portfolio as to various
classifications, taking into account the availability in the market
of issues which meet the Trust's criteria. Subsequent to the Date
of Deposit, a Security may cease to be rated by Standard &
Poor's or Moody's or its rating or ranking may be reduced.
Neither event requires elimination of that Security from the
Portfolio, but may be considered in the Sponsor's determination
to direct the disposal of the Security (see Administration of the
Trust--Trust Supervision).
The Sponsor has the power but not the obligation to direct
the disposition of Debt Obligations upon institution of certain
legal proceedings, default under certain documents adversely
affecting future declaration or payment of anticipated interest,
or a substantial decline in price or the occurrence of other
materially adverse market or credit factors, that in the opinion
of the Sponsor would make the retention of such Debt
Obligations detrimental to the interests of the Holders (Section
3.09).
<PAGE>The yields on debt obligations of the type deposited
in the Trust are dependent on a variety of factors, including
general money market conditions, general conditions of the
municipal bond market, size of a particular offering, the maturity
of the obligation and rating of the issue. The ratings represent
the opinions of the rating organizations as to the quality of the
debt obligations which they undertake to rate. It should be
emphasized, however, that ratings are general and are not
absolute standards of quality. Investors should be aware that
credit ratings of debt securities evaluate the ability of the issuer
to pay interest and principal but do not evaluate the risk of
decline in the market value of the debt securities for other
reasons. Consequently, debt obligations with the same maturity,
coupon and rating may have different yields, while debt
obligations of the same maturity and coupon with different
ratings may have the same yield.
The Trust consists of the Securities listed under Portfolio
(including any substitute debt obligations deposited in the Trust
pursuant to the terms of the Indenture) as long as they may
continue to be held from time to time in the Trust together with
accrued and undistributed interest thereon and undistributed and
uninvested cash realized from the disposition or redemption of
Securities (see Administration of the Trust--Trust Supervision).
Income; Estimated Current Return; Estimated Long-Term
Return
The estimated net annual interest rate per 1,000 Units on
the Evaluation Date is set forth under Investment Summary.
This rate shows the percentage return based on face amount per
1,000 Units after deducting estimated annual fees and expenses
expressed as a percentage and assumes the timely payment of all
interest. This rate will change as Securities mature, are
exchanged, redeemed, paid or sold or as the expenses of the
Trust change.
Normally, interest on the Securities in the Trust is paid on
a semi-annual (or less frequently, annual) basis. Because
interest on the Securities is not received by the Trust at a
constant rate throughout the year, any Monthly Income
Distribution may be more or less than the interest actually
received by the Trust. In order to eliminate fluctuations, the
Trustee is required to advance the amounts necessary to provide
approximately equal Monthly Income Distributions. The Trustee
will be reimbursed, without interest, for these advances from
interest received on the Securities.
In addition to the Public Offering Price, the price of a Unit
includes accrued interest on the Securities. Because of the
varying payment dates of the Securities, accrued interest at any
time will be greater than the amount of interest actually received
by the Trust and distributed to Holders. Therefore, accrued
interest (if any) is always added to the value of the Units. If a
Holder sells all or a portion of his Units, he will receive his
proportionate share of the accrued interest from the purchaser
of his Units. Similarly, if a Holder redeems all or a portion of
his Units, the Redemption Price per Unit will include accrued
interest on the Securities.
Interest on the Securities in the Trust, less estimated fees
of the Trustee and Sponsor and certain other expenses, is
expected to accrue at the daily rate (based on a 360-day year)
shown under Investment Summary. The actual daily rate will
vary as Securities are exchanged, redeemed, paid or sold or as
the expenses of the Trust change.
Estimated Current Return and Estimated Long Term
Return give different information about the return to investors.
Estimated Current Return on a Unit represents annual cash
receipts from <PAGE>coupon-bearing debt obligations in the
Portfolio (after estimated annual expenses) divided by the Public
Offering Price (including the sales charge).
Unlike Estimated Current Return, Estimated Long Term
Return is a measure of the estimated return to the investor
earned over the estimated life of the Trust. The Estimated Long
Term Return represents an average of the yields to maturity (or
earliest call date for obligations trading at prices above the
particular call price) of the Debt Obligations in the Portfolio,
calculated in accordance with accepted bond practice and
adjusted to reflect expenses and sales charges. Under accepted
bond practice, bonds are customarily offered to investors on a
"yield price" basis, which involves computation of yield to
maturity (or earlier call date), and which takes into account not
only the interest payable on the bonds but also the amortization
or accretion to a specified date of any premium over or discount
from the par (maturity) value in the bond's purchase price. In
calculating Estimated Long Term Return, the average yield for
the Portfolio is derived by weighting each Debt Obligation's yield
by the market value of the Debt Obligation and by the amount
of time remaining to the date to which the Debt Obligation is
priced. Once the average Portfolio yield is computed, this figure
is then adjusted for estimated expenses and the effect of the
maximum sales charge paid by investors. The Estimated Long
Term Return calculation does not take into account certain
delays in distributions of income and the timing of other receipts
and distributions on Units and may, depending on maturities,
over or understate the impact of sales charges. Both of these
factors may result in a lower figure.
Both Estimated Current Return and Estimated Long Term
Return are subject to fluctuation with changes in Portfolio
composition (including the redemption, sale or other disposition
of Debt Obligations in the Portfolio), changes in market value
of the underlying Debt Obligations and changes in fees and
expenses, including sales charges. The size of any difference
between Estimated Current Return and Estimated Long Term
Return can also be expected to fluctuate at least as frequently.
In addition, both return figures may not be directly comparable
to yield figures used to easure other investments, and since the
return figures are based on certain assumptions and variables the
actual returns received by a Unitholder may be higher or lower.
The Public Offering Price of Units will vary in accordance
with fluctuations in the prices of the Securities and the
applicable sales charges. Any change in either the net annual
interest rate per Unit or the Public Offering Price will result in
a change in the current return.
TAXES
The following discussion addresses only the tax
consequences of Units held as capital assets and does not
address the tax consequences of Units held by dealers, financial
institutions or insurance companies.
On the Date of Deposit for the Trust, Davis Polk &
Wardwell, special counsel for the Sponsor, rendered an opinion
under then existing law substantially to the effect that:
The Trust is not an association taxable as a corporation
for Federal income tax purposes, and income received by the
Trust will be treated as the income of the Holders in the manner
set forth below.
<PAGE> Each Holder will be considered the owner of a pro
rata portion of each Debt Obligation in the Trust under the
grantor trust rules of Sections 671-679 of the Internal Revenue
Code of 1986, as amended (the "Code"). The total cost to a
Holder of his Units, including sales charges, is allocated among
his pro rata portion of each Security (in proportion to the fair
market values thereof on the date the Holder purchases his
Units) in order to determine his tax cost for his pro rata portion
of each Security.
Each Holder will be considered to have received the interest
on his pro rata portion of each Debt Obligation when interest on
the Debt Obligation is received by the Trust. In the opinion of
bond counsel (delivered on the date of issuance of the Debt
Obligation), such interest will be excludable from gross income
for regular Federal income tax purposes (except in certain
limited circumstances referred to below). Amounts received by
the Trust pursuant to a bank letter of credit, guarantee or
insurance policy with respect to payments of principal, premium
or interest on a Debt Obligation will be treated for Federal
income tax purposes in the same manner as if such amounts
were paid by the issuer of the Debt Obligation.
The Trust may contain Debt Obligations which were
originally issued at a discount ("original issue discount"). In
general, original issue discount is defined as the difference
between the price at which a debt obligation was issued and its
stated redemption price at maturity. Original issue discount on
a tax-exempt obligation issued after September 3, 1982, and
acquired after March 1, 1984, is deemed to accrue as tax-exempt
interest over the life of the obligation under a formula based on
the compounding of interest. Original issue discount on a tax-
exempt obligation issued before July 1, 1982 is deemed to accrue
as tax-exempt interest ratably over the life of the obligation.
Original issue discount on any other tax-exempt obligation is also
deemed to accrue as tax-exempt interest over the life of the
obligation, although it is not clear whether such accrual is ratable
or is determined under a formula based on the compounding of
interest. If a Holder's tax cost for his pro rata portion of a Debt
Obligation issued with original issue discount is greater than the
"revised issue price" thereof but less than its stated redemption
price at maturity, the Holder will be considered to have
purchased his pro rata portion of the Debt Obligation at an
"acquisition premium". Increases to the Holder's tax basis in his
pro rata portion of the Debt Obligation resulting from the
accrual of original issue discount will be reduced by the amount
of such acquisition premium. The above principles will apply to
each Holder's pro rata portion of any Debt Obligation originally
issued at a discount.
If a Holder's tax cost for his pro rata portion of a Debt
Obligation exceeds the redemption price at maturity thereof, the
Holder will be considered to have purchased his pro rata portion
of the Debt Obligation at a "premium". The Holder is required
to amortize the premium prior to the maturity of the Debt
Obligation. Such amortization is only an adjustment to basis (i.e.,
a reduction of the Holder's tax cost) for his pro rata portion of
the Debt Obligation and does not result in any deduction against
the Holder's income. Therefore, under some circumstances, a
Holder may recognize taxable gain when his pro rata portion of
a Debt Obligation is disposed of for an amount equal to or less
than his original tax cost therefor.
A Holder will recognize taxable gain or loss when all or part
of his pro rata portion of a Debt Obligation is disposed of for an
amount greater or less than his original tax cost therefor plus
any accrued original issue discount or minus any amortized
premium. Under current law, any gain recognized on the
disposition of a Holder's pro rata portion of a Debt Obligation
will be capital gain. However, under legislation currently
pending in the U.S. Congress, any gain from the disposition
<PAGE>of a Holder's pro rata portion of a Debt Obligation
acquired by the Holder at a "market discount" (i.e., where the
Holder's original cost for his pro rata portion of the Debt
Obligation (plus any original issue discount which will accrue
thereon until its maturity) is less than its stated redemption price
at maturity) would be treated as ordinary income to the extent
the gain does not exceed the accrued market discount
attributable to the period during which the Holder is treated as
owning such Debt Obligation. Capital gains are generally taxed
at the same rate as ordinary income. However, the excess of net
long-term capital gains over net short-term capital losses may be
taxed at a lower rate than ordinary income for certain
noncorporate taxpayers. Moreover, under the currently pending
legislation, the maximum rate of income tax on ordinary income
for noncorporate taxpayers would be increased to 36 percent,
subject to a 10% surtax on incomes over $250,000. Under such
legislation, the maximum rate for net long-term gain over net
short-term capital loss would remain at 28 percent, subject to a
10% surtax on incomes over $250,000. A capital gain or loss is
long-term if the asset is held for more than one year and short-
term if held for one year or less. The deduction of capital losses
is subject to limitations. A Holder will be considered to have
disposed of all or part of his pro rata portion of each Debt
Obligation when he sells or redeems all or some of his Units or
when all or part of the Debt Obligation is sold by the Trust or
is redeemed or paid at maturity.
Under Section 265 of the Code, a Holder (except a
corporate Holder) will not be entitled to deduct his pro rata
share of fees and expenses of the Trust because the fees and
expenses are incurred in connection with the production of tax-
exempt income. Further, if borrowed funds are used by a
Holder to purchase or carry Units, interest on this indebtedness
will not be deductible for Federal income tax purposes. In
addition, under rules used by the Internal Revenue Service, the
purchase of Units may be considered to have been made with
borrowed funds even though the borrowed funds are not directly
traceable to the purchase of Units.
Under the income tax laws of the State and City of New
York, the Trust is not an association taxable as a corporation
and income received by the Trust will be treated as the income
of the Holders in the same manner as for Federal income tax
purposes, but will not necessarily be tax-exempt.
From time to time proposals are introduced in Congress
and State legislatures which, if enacted into law, could have an
adverse impact on the tax-exempt status of Debt Obligations. It
is impossible to predict whether any legislation in respect of the
tax status of interest on such obligations may be proposed and
eventually enacted at the Federal or state level.
The foregoing discussion relates only to Federal and New
York State and City income taxes. Holders may be subject to
state and local taxation in New York or in other jurisdictions
and should consult their own tax advisers in this regard.
* * *
The Trust may include Debt Obligations issued after August
7, 1986. Interest on certain of these Debt Obligations (including
any original issue discount) is a preference item for purposes of
the alternative minimum tax ("AMT") for individuals and
corporations. See Investment Summary and Portfolio. In
addition, a corporate holder should be aware that the accrual
or receipt of tax-exempt interest not otherwise subject to the
AMT nonetheless may give rise to an alternative minimum tax
liability (or increase an existing liability) because the interest
income will be included <PAGE>in the corporation's "adjusted
current earnings" for purposes of the adjustment to alternative
minimum taxable income required by Section 56(g) of the Code,
and will be taken into account for purposes of the environmental
tax on corporations under Section 59A of the Code, which is
based on alternative minimum taxable income. In addition,
interest on the Debt Obligations must be taken into
consideration in computing the portion, if any, of social security
benefits that will be included in an individual's gross income
and subject to Federal income tax. Holders are urged to
consult their own tax advisers concerning an investment in Units.
At the time of issuance of each Debt Obligation, an opinion
relating to the validity of the Debt Obligation and to the
exemption of interest thereon from regular Federal income taxes
was or will be rendered by bond counsel. Neither the Sponsor
nor Davis Polk & Wardwell have made or will make any review
of the proceedings relating to the issuance of the Debt
Obligations or the basis for these opinions. In the case of
certain Debt Obligations, the tax exemption is dependent upon
the issuer's (and other users') compliance with certain ongoing
requirements, and the opinion of bond counsel assumes that
these requirements will be complied with. However, there can be
no assurance that the issuer (and other users) will comply with
these requirements, in which event the interest on the Debt
Obligation could be determined to be taxable, in most cases
retroactively from the date of issuance.
In the case of certain of the Debt Obligations, the opinions
of bond counsel indicate that interest on these Debt Obligations
received by a "substantial user" of the facilities being financed
with the proceeds of these Debt Obligations, or persons related
thereto, for periods while these Debt Obligations are held by
such a user or related person, will not be exempt from regular
Federal income taxes, although interest on these Debt
Obligations received by others would be exempt from regular
Federal income taxes. "Substantial user" is defined under U.S.
Treasury Regulations to include only a person whose gross
revenue derived with respect to the facilities financed by the
issuance of bonds is more than 5% of the total revenue derived
by all users of these facilities, or who occupies more than 5% of
the usable area of these facilities or for whom these facilities or
a part thereof were specifically constructed, reconstructed or
acquired. "Related persons" are defined to include certain
related natural persons, affiliated corporations, partners and
partnerships.
After the end of each calendar year, the Trustee will furnish
to each Holder an annual statement containing information
relating to the interest received by the Trust on the Debt
Obligations, the gross proceeds received by the Trust from the
disposition of any Debt Obligation (resulting from redemption
or payment at maturity of any Debt Obligation or the sale by the
Trust of any Debt Obligation), and the fees and expenses paid
by the Trust. The Trustee will also furnish annual information
returns to each Holder and to the Internal Revenue Service.
Holders are required to report to the Internal Revenue Service
the amount of tax-exempt interest received during the year.
PUBLIC SALE OF UNITS
Public Offering Price
The Public Offering Price of the Units is computed by
adding to the bid side evaluation of the Securities (as
determined by the Evaluator), divided by the number of Units
outstanding, the sales charge at the applicable percentage of the
bid side evaluation per Unit. A proportionate share of accrued
and undistributed interest on the Securities to the date of
delivery of the Units to the purchaser is added to the Public
Offering Price. The Public Offering Price on the date of this
<PAGE>Prospectus or on any subsequent date will vary from
the Public Offering Price on the Evaluation Date (set forth
under Investment Summary) in accordance with fluctuations in
the aggregate bid side evaluation of the underlying Securities.
The applicable percentage of sales charge and the
concession to dealers referred to below under Public
Distribution is reduced on a graduated scale for sales to any
purchaser of at least 100,000 Units and will be applied on
whichever basis is more favorable to the purchaser. Sales charges
are as follows:
Sales Charge Sales
Charge
as Percent of as Percent
of
Bid Side Public
Net Amount
Number of Units Offering Price
Invested
1,000-99,999. . . . . . . . . . . . . . 5.50%
5.820%
100,000-249,999 . . . . . . . . . . . . 5.00 5.263
250,000-499,999 . . . . . . . . . . . . 4.50 4.172
500,000-999,999 . . . . . . . . . . . . 4.00 4.167
1,000,000 or more . . . . . . . . . . . 3.50 3.627
The above graduated sales charges will
apply on all purchases on any one day by the
same purchaser of Units only in the amounts
stated. For this purpose purchases of one or
more Series sponsored by the Sponsor that have
the same rates of sales charge will be aggregated
with concurrent purchases of any other unit
trusts sponsored by the Sponsor. Units held in
the name of the spouse of the purchaser or in
the name of a child of the purchaser under 21
years of age are deemed to be registered in the
name of the purchaser. The graduated sales
charges are also applicable to a trustee or other
fiduciary purchasing securities for a single trust
estate or single fiduciary account.
Employees of the Sponsor and its
affiliates may purchase Units of this Trust at a
price equal to the bid side evaluation of the
Securities, divided by the number of Units
outstanding, plus a reduced sales charge of
1.5%.
The aggregate bid side evaluations of the
Securities are determined by the Evaluator,
taking into account the same factors referred to
under Redemption--Computation of
Redemption Price per Unit. This determination
is made each business day as of the Evaluation
Time set forth under Investment Summary,
effective for all sales made since the last of these
evaluations. The term "business day", as used
herein and under "Redemption", shall exclude
Saturdays, Sundays and the following holidays as
observed by the New York Stock Exchange:
New Year's Day, Washington's Birthday, Good
Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas.
Comparison of Public Offering Price,
Sponsor's Repurchase Price and Redemption
Price
On the Evaluation Date, the Public
Offering Price per 1,000 Units (which includes
the sales charge) exceeded the Sponsor's
Repurchase Price and the Redemption Price per
1,000 Units by the amount set forth under
Investment Summary.
<PAGE> In the past, the bid prices of
publicly offered issues of "high yield" bonds have
been lower than the offering prices by as much
as 1.50% or more of face amount in the case of
inactively traded issues and as little as .25% in
the case of actively traded issues, but the
difference between the offering and bid prices
has averaged about 1.00% of face amount. For
this and other reasons (including fluctuations in
the market prices of the Securities, and the fact
that the Public Offering Price includes the sales
charge), the amount realized by a Holder upon
any redemption of Units may be less than the
price paid by him for the Units.
Public Distribution
Units may be offered directly to the
public by this Prospectus at the Public Offering
Price determined in the manner provided above.
The Sponsor has qualified Units in all
states in the U.S. in which qualification is
deemed necessary for sale by itself and by
dealers who are members of the National
Association of Securities Dealers, Inc. Sales to
individuals in California are restricted to persons
who have (i) annual income of at least $30,000
and a net worth of at least $30,000, exclusive of
home, home furnishings and automobiles or (ii)
net worth of at least $75,000, exclusive of home,
home furnishings and automobiles. The
Sponsor does not intend to qualify Units for sale
in any foreign countries and this Prospectus
does not constitute an offer to sell Units in any
country where Units cannot lawfully be sold.
Sales to dealers, if any, will initially be made at
prices which represent a concession of the
amount per 1,000 Units specified in the table
above, but the Sponsor reserves the right to
change the amount of the concession to dealers
from time to time. Any dealer may reallow a
concession not in excess of the concession to
dealers.
Sponsor's Profits
Upon sale of the Units, the Sponsor will
receive sales charges at the rates set forth in the
table above. Cash, if any, made available by
buyers of Units to the Sponsor prior to the
settlement date for purchase of Units may be
used in the Sponsor's business subject to the
limitations of Rule 15c3-3 under the Securities
Exchange Act of 1934 and may be of benefit to
the Sponsor. In maintaining a market for the
Units (see Market for Units), the Sponsor will
also realize profits or sustain losses in the
amount of any difference between the prices at
which it buys Units and the prices at which it
resells these Units (which include the sales
charge) or the prices at which it redeems the
Units (based on the bid side evaluation of the
Securities), as the case may be.
MARKET FOR UNITS
Although the Sponsor is not obligated to
do so, it intends to maintain a secondary market
for Units of this Series and continuously to offer
to purchase Units of this Series at prices, subject
to change at any time, which will be computed
on the basis of the bid side of the market, taking
into account the same factors referred to in
determining the bid side evaluation of Securities
for purposes of redemption (see Redemption).
The Sponsor may discontinue purchases of Units
of this Series should the supply of Units exceed
demand or for other business reasons. In this
event the Sponsor may nonetheless under
certain circumstances purchase Units, as a
service to Holders, at prices based on the
current redemption prices for those Units (see
Redemption). The Sponsor, of course, does
<PAGE>not in any way guarantee the
enforceability, marketability or price of any
Securities in the Portfolio or of the Units.
The Sponsor may redeem any Units it
has purchased in the secondary market if it
determines that it is undesirable to continue to
hold these Units in its inventory. Factors which
the Sponsor will consider in making this
determination will include the number of units
of all series of all trusts that it holds in its
inventory, the saleability of the units and its
estimate of the time required to sell the units
and general market conditions. For a
description of certain consequences of any
redemption for remaining Holders, see
Redemption.
Holders who wish to dispose of their
Units should inquire of the Trustee or their
bank or broker as to current market prices in
order to determine if there exist over-the-
counter prices in excess of the redemption price
and the repurchase price.
REDEMPTION
Although it is anticipated that Units in
most cases can be sold in the over-the-counter
market at a price per 1,000 Units that will at
least equal the Redemption Price per 1,000
Units (see Market for Units), Units may be
redeemed at the office of the Trustee upon
delivery on any business day, as defined under
Public Sale of Units--Public Offering Price, of a
request for redemption, and payment of any
relevant tax, without any other fee (Section
5.02). In certain instances the Trustee may
require additional documents including, but not
limited to, trust instruments, certificates of
death, appointments as executor or
administrator or certificates of corporate
authority.
On the seventh calendar day following
the tender (or if the seventh calendar day is not
a business day on the first business day prior
thereto), the Holder will be entitled to receive
the proceeds of the redemption in an amount
per 1,000 Units equal to the Redemption Price
per 1,000 Units (see below) as determined as of
the Evaluation Time next following the tender.
So long as the Sponsor is maintaining a market
at prices equal to or in excess of the
Redemption Price per 1,000 Units, the Sponsor
will repurchase any Units tendered for
redemption no later than the close of business
on the second business day following the tender
(see Market for Units). The Trustee is
authorized in its discretion, if the Sponsor does
not elect to repurchase any Units tendered for
redemption or if the Sponsor tenders Units for
redemption, to sell the Units in the over-the-
counter market at prices which will return to the
Holder a net amount in cash equal to or in
excess of the Redemption Price per 1,000 Units
for the Units (Section 5.02).
The Trustee is empowered to sell
Securities in order to make funds available for
redemption (Section 5.02) if funds are not
otherwise available in the Capital and Income
Accounts to meet redemptions (see
Administration of the Trust--Accounts and
Distributions). The Securities to be sold will be
selected from a list supplied by the Sponsor.
Securities will be chosen for this list by the
Sponsor on the basis of those market and credit
factors as it may determine are in the best
interests of the Trust. Provision is made under
the Indenture for the Sponsor to specify
minimum face amounts in which blocks of
Securities are to be sold in order to obtain the
best price for the Trust.
To the extent that Securities are sold,
the size and diversity of the Trust will be
reduced. Sales will usually be required at a time
when Securities would not otherwise be sold and
may result in lower prices than might otherwise
be realized. The price received upon
redemption may be more or less than the
amount paid by the Holder depending on the
value of the Securities in the Portfolio
<PAGE>at the time of redemption. In
addition, because of the minimum face amounts
in which Securities are required to be sold, the
proceeds of sale may exceed the amount
required at the time to redeem Units; these
excess proceeds will be distributed to Holders
(see Administration of the Trust--Trust
Supervision).
The right of redemption may be
suspended and payment postponed (1) for any
period during which the New York Stock
Exchange, Inc. is closed other than for
customary weekend and holiday closings, (2) for
any period during which, as determined by the
Securities and Exchange Commission, (i) trading
on that Exchange is restricted or (ii) an
emergency exists as a result of which disposal or
evaluation of the Securities is not reasonably
practicable or (3) for any other periods which
the Commission may by order permit (Section
5.02).
Computation of Redemption Price per 1,000
Units
Redemption Price per 1,000 Units is
computed by the Trustee, as of the Evaluation
Time, on each June 30 and December 31 (or the
last business day prior thereto), on any business
day as of the Evaluation Time next following the
tender of any Unit for redemption, and on any
other business day desired by the Trustee or the
Sponsor, by adding (a) the aggregate bid side
evaluation of the Securities, (b) cash on hand in
the Trust (other than cash covering contracts to
purchase Securities), (c) accrued and unpaid
interest on the Securities up to but not including
the date of redemption and (d) all other assets
of the Trust; deducting therefrom the sum of (x)
taxes or other governmental charges against the
Trust not previously deducted, (y) accrued fees
and expenses of the Trustee (including legal and
auditing expenses), the Sponsor, the Evaluator
and counsel, and certain other expenses and (z)
cash held for distribution to Holders of record
as of a date prior to the evaluation; and dividing
the result by the number of Units outstanding as
of the date of computation (Section 5.01).
The current aggregate bid side
evaluation of the Securities is determined by the
Evaluator in the following manner: if the
Securities are listed on a national securities
exchange ("high yield" bonds are usually not so
listed), this evaluation is generally based on the
closing sale prices on that exchange (unless the
Evaluator deems these prices inappropriate as a
basis for valuation). If the Securities are not so
listed or, if so listed and the principal market
therefor is other than on the exchange or there
are no closing sale prices on the exchange, the
evaluation shall generally be based on the
closing sale prices on the over-the-counter
market (unless the Evaluator deems these prices
inappropriate as a basis for evaluation). If
closing sale prices are unavailable, the
evaluation is generally determined (a) on the
basis of current bid side prices for the Securities,
(b) if bid side prices are not available for any
Securities, on the basis of current bid prices for
comparable securities, (c) by appraising the
value of the Securities on the bid side of the
market or (d) by any combination of the above.
Among the factors which will be considered in
determining the value of any Restricted
Securities are (i) an estimate of the existence
and extent of any available market therefor, (ii)
the extent of any discount at which these
Securities were acquired by the Trust, (iii) the
estimated period of time during which these
Securities will not be freely marketable, (iv) the
estimated expenses of qualifying these Securities
for public sale, (v) estimated underwriting
commissions, if any, and (vi) any credit or other
factors affecting the issuer or the guarantor of
these Securities. In making evaluations,
opinions of counsel may be relied upon as to
whether any Securities are Restricted Securities.
EXPENSES AND CHARGES
<PAGE>Fees
The Trustee's, Sponsor's and Evaluator's
fees are set forth under Investment Summary.
The Sponsor's fee, which is earned for trust
supervisory services, is based on the face amount
of Securities in the Trust at the beginning of
each annual period. The Sponsor's fee, which is
not to exceed the maximum amount set forth
under Investment Summary, may exceed the
actual costs of providing supervisory services for
this Trust, but at no time will the total amount
it receives for trust supervisory services rendered
to all series of Smith Barney Unit Trusts in any
calendar year exceed the aggregate cost to it of
supplying these services in that year (Section
7.04). The Sponsor may also be reimbursed for
bookkeeping and other administrative services
provided to the Trust in amounts not exceeding
its costs of providing these services. The
Trustee's fees, payable in monthly installments,
are based on the face amount of Securities in
the Trust at the beginning of each monthly
period. Certain regular and recurring expenses
of the Trust, including the Evaluator's fee and
certain mailing and printing expenses, are borne
by the Trust (Section 3.14). The Trustee also
receives benefits to the extent that it holds funds
on deposit in the various non-interest bearing
accounts created under the Indenture. The
foregoing fees may be adjusted for inflation in
accordance with the terms of the Indenture
without approval of Holders (Sections 4.02, 7.06
and 8.05).
Other Charges
These include: (a) fees of the Trustee
for extraordinary services (Section 8.05), (b)
certain expenses of the Trustee (including legal
and auditing expenses) and of counsel
designated by the Sponsor (Sections 3.04, 3.08,
8.01 and 8.05), (c) various governmental charges
(Sections 3.03 and 8.01 (h)), (d) expenses and
costs of action taken to protect the Trust
(Section 8.01 (d)), (e) indemnification of the
Trustee for any losses, liabilities and expenses
incurred without gross negligence, bad faith or
wilful misconduct on its part (Section 8.05), (f)
indemnification of the Sponsor for any losses,
liabilities and expenses incurred without gross
negligence, bad faith, wilful misconduct or
reckless disregard of its duties (Section 7.03(b))
and (g) expenditures incurred in contacting
Holders upon termination of the Trust (Section
9.02). The amounts of these charges and fees
are secured by a lien on the Trust and, if the
balances in the Income and Capital Accounts
(see below) are insufficient, the Trustee has the
power to sell Securities to pay these amounts
(Section 8.05).
ADMINISTRATION OF THE TRUST
Records
The Trustee keeps a register of the
names, addresses and holdings of all Holders.
The Trustee also keeps records of the
transactions of the Trust, including a current list
of the Securities and a copy of the Indenture,
which are available to Holders for inspection at
the office of the Trustee at reasonable times
during business hours (Sections 6.01, 8.02 and
8.04).
Accounts and Distributions
Interest received is credited to an
Income Account and other receipts to a Capital
Account (Sections 3.01 and 3.02). The Monthly
Income Distribution for each Holder as of each
Record Day will be made on the following
Distribution Day or shortly thereafter and shall
consist of an amount <PAGE>substantially
equal to one-twelfth of the Holder's pro rata
share of the estimated annual income to the
Income Account, after deducting estimated
expenses, plus that Holder's pro rata share of
the distributable cash balance of the Capital
Account computed as of the close of business on
the preceding Record Day. Estimates of the
amounts of the Monthly Income Distributions
are set forth under Investment Summary.
Proceeds received from the disposition, payment
or prepayment of any of the Securities
subsequent to a Record Day and prior to the
succeeding Distribution Day will be held in the
Capital Account to be distributed on the second
succeeding Distribution Day. The first
distribution for persons who purchase Units
between a Record Day and a Distribution Day
will be made on the second Distribution Day
following their purchase of Units. No
distribution need be made from the Capital
Account if the balance therein is less than the
amount set forth under Investment Summary
(Section 3.04). A Reserve Account may be
created by the Trustee by withdrawing from the
Income or Capital Accounts, from time to time,
those amounts as it deems requisite to establish
a reserve for any taxes or other governmental
charges that may be payable out of the Trust
(Section 3.03). Funds held by the Trustee in the
various accounts created under the Indenture do
not bear interest (Section 8.01).
Trust Supervision
The Trust is a unit investment trust and
is not a managed fund. Traditional methods of
investment management for a managed fund
typically involve frequent changes in a portfolio
of securities on the basis of economic, financial
and market analyses. The Portfolio of the Trust,
however, will not be managed and therefore the
adverse financial condition of an issuer will not
necessarily require the sale of its securities from
the Portfolio. However, the Sponsor may direct
the disposition of Securities upon default in
payment of amounts due on any of the
Securities, institution of certain legal
proceedings, default in payment of amounts due
on other securities of the same issuer or
guarantor, or decline in price or the occurrence
of other market or credit factors that in the
opinion of the Sponsor would make the
retention of these Securities detrimental to the
interest of the Holders (Section 3.06). If a
default in the payment of amounts due on any
Security occurs and if the Sponsor fails to give
instructions to sell or hold that Security, the
Indenture provides that the Trustee, within 30
days of that failure by the Sponsor, shall sell the
Security (Section 3.10).
The Sponsor is required to instruct the
Trustee to reject any offer made by an issuer of
any of the Securities to issue new Securities in
exchange or substitution for any Securities
pursuant to a refunding or refinancing plan,
except that the Sponsor may instruct the Trustee
to accept or reject any offer or to take any other
action with respect thereto as the Sponsor may
deem proper if (a) the issuer is in default with
respect to these Securities or (b) in the written
opinion of the Sponsor the issuer will probably
default with respect to these Securities in the
reasonably foreseeable future. Any Securities so
received in exchange or substitution will be held
by the Trustee subject to the terms and
conditions of the Indenture to the same extent
as Securities originally deposited thereunder.
Within five days after the deposit of Securities
in exchange or substitution for underlying
Securities, the Trustee is required to give notice
thereof to each Holder, identifying the Securities
eliminated and the Securities substituted
therefor (Section 3.07). Except as stated herein,
the acquisition by the Trust of any securities
other than the Securities initially deposited is
prohibited.
Reports to Holders
The Trustee will furnish Holders with
each distribution a statement of the amounts of
interest and the amounts of other receipts, if
any, which are being distributed, expressed in
each case as a <PAGE>dollar amount per
Unit. After the end of each calendar year, the
Trustee will furnish to each person who at any
time during the calendar year was a Holder of
record, a statement (i) summarizing transactions
for that year in the Income and Capital
Accounts, (ii) identifying Securities sold and
purchased during the year and listing Securities
held and the number of Units outstanding at the
end of that calendar year, (iii) stating the
Redemption Price per Unit based upon the
computation thereof made at the end of that
calendar year and (iv) specifying the amounts
distributed during that calendar year from the
Income and Capital Accounts (Section 3.06).
The accounts of the Trust shall be audited at
least annually by independent certified public
accountants designated by the Sponsor and the
report of the accountants shall be furnished by
the Trustee to Holders upon request (Section
8.01 (e)).
In order to enable them to comply with
Federal and state tax reporting requirements,
Holders will be furnished upon request to the
Trustee with evaluations of Securities furnished
to it by the Evaluator (Section 4.02).
Evidence of Ownership
Each purchaser is entitled to receive, on
request, without charge (except perhaps a small
mailing charge) a registered Certificate for his
Units. These Certificates are transferable or
interchangeable upon presentation at the office
of the Trustee, with a payment of $2.00 if
required by the Trustee (or other amounts
specified by the Trustee and approved by the
Sponsor) for each new Certificate and any sums
payable for taxes or other governmental charges
imposed upon the transaction (Section 6.01) and
compliance with the formalities necessary to
redeem Certificates (see Redemption).
Mutilated, destroyed, stolen or lost Certificates
will be replaced upon delivery of satisfactory
indemnity and payment of expenses incurred
(Section 6.02).
Amendment and Termination
The Sponsor and Trustee may amend
the Indenture, without the consent of the
Holders, (a) to cure any ambiguity or to correct
or supplement any provision thereof which may
be defective or inconsistent, (b) to change any
provision thereof as may be required by the
Securities and Exchange Commission or any
successor governmental agency or (c) to make
any other provisions which do not materially
adversely affect the interest of the Holders (as
determined in good faith by the Sponsor). The
Indenture may also be amended in any respect
by the Sponsor and the Trustee, or any of the
provisions thereof may be waived, with the
consent of the Holders of 51% of the Units,
provided that none of these amendments or
waivers will reduce the interest in the Trust of
any Holder without the consent of the Holder or
reduce the percentage of Holders of Units
required to consent to any of these amendments
or waivers without the consent of all Holders
(Section 10.01).
The Indenture will terminate upon the
earlier of the disposition of the last Security held
thereunder or the mandatory termination date.
The Indenture may be terminated by the
Sponsor if the value of the Trust is less than the
minimum value set forth under Investment
Summary, and may be terminated at any time by
Holders of 51% of the Units (Sections 8.01 (g)
and 9.01). The Trustee will deliver written
notice of any termination to each Holder within
a reasonable period of time prior to the
termination. Within a reasonable period of time
after the termination, the Trustee must sell all
of the Securities then held and distribute to each
Holder, after deductions for accrued but unpaid
fees, taxes and governmental and other charges,
the Holder's interest in the Income and Capital
Accounts (Section 9.01). This distribution will
normally be made by mailing a check in the
amount <PAGE>of each Holder's interest in
these accounts to the address of the Holder
appearing on the record books of the Trustee.
<PAGE>
<PAGE>
RESIGNATION, REMOVAL AND
LIMITATIONS ON LIABILITY
Trustee
The Trustee or any successor may resign
upon notice to the Sponsor. The Trustee may be
removed upon the direction of the Holders of
51% of the Units at any time or by the Sponsor
without the consent of any of the Holders if the
Trustee becomes incapable of acting or becomes
bankrupt or its affairs are taken over by public
authorities. The resignation or removal shall
become effective upon the acceptance of
appointment by the successor. In case of
resignation or removal the Sponsor is to use its
best efforts to appoint a successor promptly and
if upon resignation of the Trustee no successor
has accepted appointment within thirty days
after notification, the Trustee may apply to a
court of competent jurisdiction for the
appointment of a successor (Section 8.06). The
Trustee shall be under no liability for any action
taken in good faith in reliance on prima facie
properly executed documents or for the
disposition of moneys or Securities, nor shall it
be liable or responsible in any way for
depreciation or loss incurred by reason of the
sale of any Security. This provision, however,
shall not protect the Trustee in cases of wilful
misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties.
In the event of the failure of the Sponsor to act,
the Trustee may act under the Indenture and
shall not be liable for any of these actions taken
in good faith. The Trustee shall not be
personally liable for any taxes or other
governmental charges imposed upon or in
respect of the Securities or upon the interest
thereon. In addition, the Indenture contains
other customary provisions limiting the liability
of the Trustee (Sections 3.06, 3.09, 8.01 and
8.05).
Evaluator
The Evaluator may resign or may be
removed, effective upon the acceptance of
appointment by its successor, by the Sponsor,
who is to use its best efforts to appoint a
successor promptly. If upon resignation of the
Evaluator no successor has accepted
appointment within thirty days after notification,
the Evaluator may apply to a court of competent
jurisdiction for the appointment of a successor
(Section 4.04). Determinations by the Evaluator
under the Indenture shall be made in good faith
upon the basis of the best information available
to it; provided, however, that the Evaluator shall
be under no liability to the Trustee, the Sponsor
or the Holders for errors in judgment. This
provision, however, shall not protect the
Evaluator in cases of wilful misfeasance, bad
faith, gross negligence or reckless disregard of
its obligations and duties (Section 4.04). The
Trustee, the Sponsor and the Holders may rely
on any evaluation furnished by the Evaluator
and shall have no responsibility for the accuracy
thereof.
Sponsor
The Sponsor may resign at any time if a
successor Sponsor is appointed by the Trustee in
accordance with the Indenture. Any new
Sponsor must have a minimum net worth of
$2,000,000 and must serve at rates of
compensation deemed by the Trustee to be
reasonable and as may not exceed amounts
prescribed by the Securities and Exchange
Commission. If the Sponsor fails to perform its
duties or becomes incapable of acting or
becomes bankrupt or its affairs are taken over
by public authorities, then the Trustee may (1)
appoint a successor Sponsor at rates of
compensation deemed by the Trustee to be
reasonable and as may not exceed amounts
prescribed by the Securities <PAGE>and
Exchange Commission, (2) terminate the
Indenture and liquidate the Trust or (3)
continue to act as Trustee without terminating
the Indenture.
The Sponsor is under no liability to the
Trust or to the Holders for taking any action or
for refraining from taking any action in good
faith or for errors in judgment and will not be
liable or responsible in any way for depreciation
of any Security or Units or loss incurred in the
sale of any Security or Units. This provision,
however, will not protect the Sponsor in cases of
wilful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties
(Section 7.03). The Sponsor may transfer all or
substantially all of its assets to a corporation or
partnership which carries on its business and
duly assumes all of its obligations under the
Indenture and in that event it will be relieved of
all further liability under the Indenture.
MISCELLANEOUS
Trustee
The Trustee is United States Trust
Company of New York, with its principal place
of business at 114 West 47th Street, New York,
New York 10036. United States Trust
Company of New York has, since its
establishment in 1853, engaged primarily in the
management of trust and agency accounts for
individuals and corporations. The Trustee is a
member of the New York Clearing House
Association and is subject to supervision and
examination by the Superintendent of Banks of
the State of New York, the Federal Deposit
Insurance Corporation and the Board of
Governors of the Federal Reserve System. In
connection with the storage and handling of
certain Bonds deposited in any of the State
Trusts, the Trustee may use the services of the
Depository Trust Company. These services may
include safekeeping of the Bonds and coupon-
clipping, computer book-entry transfer and
institutional delivery services. The Depository
Trust Company is a limited purpose trust
company organized under the Banking Law of
the State of New York, a member of the
Federal Reserve System and a clearing agency
registered under the Securities Exchange Act of
1934.
Legal Opinion
The legality of the Units has been
passed upon by Davis Polk & Wardwell, 450
Lexington Avenue, New York, New York 10017,
as counsel for the Sponsor.
Auditors
The financial statements included in this
Prospectus have been included in reliance upon
the report of Coopers & Lybrand, independent
accountants, given on the authority of that firm
as experts in accounting and auditing.
Sponsor
The Sponsor, Smith Barney Inc. ("Smith
Barney"), an investment banking and securities
broker-dealer firm, is a member of the New
York Stock Exchange, Inc., other major
securities exchanges and commodity exchanges,
and the National Association of Securities
Dealers, Inc. Smith Barney is an indirect
wholly-owned subsidiary of The Travelers Inc.
In July, 1993, Smith Barney, Harris Upham &
Co. Incorporated and Primerica Corporation
(now The Travelers Inc.) <PAGE>acquired the
assets of the domestic retail brokerage and
asset management business of Shearson Lehman
Brothers Inc., previously the Sponsor of this
Trust. Smith Barney was incorporated in 1960
under the laws of the State of Delaware and its
history can be traced through predecessor
partnerships to 1873. Smith Barney is engaged
in the securities underwriting and securities and
commodities brokerage business with over 100
branch offices throughout the world and more
than 6,000 employees. It acts as sponsor of
numerous unit investment trust funds and as a
principal underwriter of other investment
companies. Smith Barney acts as investment
adviser to various individual and institutional
clients whose portfolios include corporate,
United States Government and municipal
securities. Affiliates of Smith Barney are
investment managers of other investment
companies, including money market funds, with
assets in excess of $50 billion. The principal
executive offices of Smith Barney are located at
1345 Avenue of the Americas, New York, New
York 10105.
DESCRIPTION OF RATINGS (as described by
the rating companies themselves)
Standard & Poor's Corporation
A--Debt rated A has a strong capacity to
pay interest and repay principal although it is
somewhat more susceptible to the adverse
effects of changes in circumstances and
economic conditions than debt in higher rated
categories.
BBB--Debt rated BBB is regarded as
having an adequate capacity to pay interest and
repay principal. Whereas it normally exhibits
adequate protection parameters, adverse
economic conditions or changing circumstances
are more likely to lead to a weakened capacity
to pay interest and repay principal for debt in
this category than in higher rated categories.
BB, B, CCC, CC--Debt rated BB, B,
CCC and CC is regarded, on balance, as
predominantly speculative with respect to
capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and
CC the highest degree of speculation. Although
such bonds will likely have some quality and
protective characteristics, these are outweighed
by large uncertainties or major risk exposures to
adverse conditions.
BB--Debt rated `BB' has less near-term
vulnerability to default than other speculative
issues. However, it faces major ongoing
uncertainties or exposure to adverse business,
financial, or economic conditions which could
lead to inadequate capacity to meet timely
interest and principal payments. The `BB' rating
category is also used for debt subordinated to
senior debt that is assigned an actual or implied
`BBB -' rating.
B--Debt rated `B' has a greater
vulnerability to default but currently has the
capacity to meet interest payments and principal
repayments. Adverse business, financial, or
economic conditions will likely impair capacity
or willingness to pay interest and repay
principal. The `B' rating category is also used
for debt subordinated to senior debt that is
assigned an actual or implied `BB' or `BB -'
rating.
CCC--Debt rated `CCC' has a currently
identifiable vulnerability to default, and is
dependent upon favorable business, financial,
and economic conditions to meet timely
payment of interest and repayment of principal.
In the event of adverse business, financial, or
economic conditions, it is not <PAGE>likely to
have the capacity to pay interest and repay
principal. The `CCC' rating category is also
used for debt subordinated to senior debt that is
assigned an actual or implied `B' or `B -' rating.
CC--the rating `CC' is typically applied
to debt subordinated to senior debt that is
assigned an actual or implied `CCC' rating.
C--The rating `C' is typically applied to
debt subordinated to senior debt which is
assigned an actual or implied `CCC -' debt
rating. The `C' rating may be used to cover a
situation where a bankruptcy petition has been
filed, but debt service payments are continued.
CI--The rating `CI' is reserved for
income bonds on which no interest is being paid.
D--Debt rated `D' is in payment default.
The `D' rating category is used when interest
payments or principal payments are not made
on the date due even if the applicable grace
period has not expired, unless S&P believes that
such payments will be made during such grace
period. The `D' rating also will be used upon
the filing of a bankruptcy petition if debt service
payments are jeopardized.
NR--Indicates that no rating has been
requested, that there is insufficient information
on which to base a rating or that Standard &
Poor's does not rate a particular type of
obligation as a matter of policy.
The ratings may be modified by the
addition of a plus or minus sign to show relative
standing within the major rating categories.
A provisional rating, indicated by "p"
following a rating, assumes the successful
completion of the project being financed by the
issuance of the debt being rated and indicates
that payment of debt service requirements is
largely or entirely dependent upon the successful
and timely completion of the project. This
rating, however, while addressing credit quality
subsequent to completion, makes no comment
on the likelihood of, or the risk of default upon
failure of, such completion.
Moody's Investors Service
A--Bonds which are rated A possess
many favorable investment attributes and are to
be considered as upper medium grade
obligations. Factors giving security to principal
and interest are considered adequate, but
elements may be present which suggest a
susceptibility to impairment sometime in the
future.
Baa--Bonds which are rated Baa are
considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly
secured. Interest payments and principal security
appear adequate for the present but certain
protective elements may be lacking or may be
characteristically unreliable over any great length
of time. Such bonds lack outstanding
investment characteristics and in fact have
speculative characteristics as well.
Ba--Bonds which are rated Ba are
judged to have speculative elements; their future
cannot be considered as well-assured. Often the
protection of interest and principal may be very
moderate <PAGE>and thereby not well
safeguarded during both good and bad times
over the future. Uncertainty of position
characterizes bonds in this class.
B--Bonds which are rated B generally
lack characteristics of the desirable investment.
Assurance of interest and principal payments or
of maintenance of other terms of the contract
over any long period of time may be small.
Caa--Bonds which are rated Caa are of
poor standing. Such issues may be in default or
there may be present elements of danger with
respect to principal or interest.
Ca--Bonds which are rated Ca represent
obligations which are speculative in a high
degree. Such issues are often in default or have
other marked shortcomings.
C--Bonds which are rated C are the
lowest rated class of bonds and issues so rated
can be regarded as having extremely poor
prospects of ever attaining any real investment
standing.
NR--Should no rating be assigned, the
reason may be one of the following: (a) an
application for rating was not received or
accepted; (b) the issue or issuer belongs to a
group of securities that are not rated as a matter
of policy; (c) there is a lack of essential data
pertaining to the issue or issuer; or (d) the issue
was privately placed, in which case the rating is
not published in Moody's publications.
Moody's applies numerical modifiers 1,
2, and 3 in generic rating classifications in its
corporate bond rating system. The modifier 1
indicates that the security ranks in the higher
end of its generic rating category; the modifier
2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the
lower end of its generic rating category.
Conditional ratings, indicated by "Con",
are given to bonds for which the security
depends upon the completion of some act or the
fulfillment of some condition. These are bonds
secured by (a) earnings of projects under
construction, (b) earnings of projects unseasoned
in operating experience, (c) rentals which begin
when facilities are completed, or (d) payments
to which some other limiting condition attaches.
A parenthetical rating denotes probable credit
stature upon completion of construction or
elimination of basis of condition.
<PAGE>
<TABLE>
HIGH YIELD MUNICIPAL SERIES 9
A UNIT INVESTMENT TRUST
PROSPECTUS
This Prospectus does not contain all of the
information set forth in the registration statements
and exhibits relating thereto which have been filed
with the Securities and Exchange Commission,
Washington, D.C. under the Securities Act of 1933
and the Investment Company Act of 1940, and to
which reference is hereby made.
Index
<S>
<C>
Investment Summary 2
Independent Auditors Report 3
Report of Independent
Accountants 4
Financial Statements 5
Portfolio 12
Trust Structure 15
Risk Factors 16
Description of the Trust 27
Taxes 30
Public Sale of Units 33
Market for Units 35
Redemption 36
Expenses and Charges 37
Administration of the Trust 38
Resignation, Removal and
Limitations on Liability 41
Miscellaneous 42
Description of Ratings 43
Sponsors: Evaluator: Trustee:
Independent Auditors:
Smith Barney Inc. Kenny S&P
Evaluation United States Trust
KPMG Peat Marwick
Unit Trust Department Services Company
of New York 345 Park Avenue
Two World Trade Center 65 Broadway 114
West 47th Street New York, NY
10154
101st Floor New York, New York
10006 New York, NY
10036 (212) 758-9700
New York, New York 10048 (212) 208-8580
1(800) 257-2356
1(800) 298-UNIT
No person is authorized to give any information or to
make any representations with respect to this
investment company not contained in this
Prospectus, and any information or representations
not contained herein must not be relied upon as
having been authorized. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer
to buy, securities in any state to any person to whom
it is not lawful to make such offer in such state.
</TABLE>
<PAGE>
CONTENTS OF REGISTRATION
STATEMENT
This Post-Effective Amendment to the
Registration Statement
on Form S-6 comprises the following papers and
documents:
The facing Sheet on Form S-6.
The cross-reference sheet(incorporated by
reference to
the Cross-Reference Sheet to the Registration
Statement
of High Yield Municipal Series 1, 1933
Act File No.33-15191).
The Prospectus.
The Signatures.
The following exhibits:
Consent of the Evaluator
Consent of KPMG Peat Marwick
Consent of Coopers & Lybrand
II-1
<PAGE>SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant, High Yield Municipal Series 9 (a Unit Investment
Trust) certifies that it meets all the requirements for effectiveness
of this Post-Effective Amendment pursuant to Rule 485(b) under
the Securities Act of 1933 and has duly caused this Post-Effective
Amendment to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of New York, and State of
New York on the 29th day of July, 1994.
Signatures appear on pages II-3
A majority of the members of the Board of Directors of
Smith Barney Inc. have signed this Post-Effective Amendment
pursuant to Powers of Attorney authorizing the person signing
this Post-Effective Amendment to do so on behalf of such
members.
<PAGE>
TAX EXEMPT SECURITIES TRUST
BY SMITH BARNEY INC.
By
_________________________________________
(George S. Michinard, Jr.)
By the following persons*, who constitute a majority of the
directors of Smith Barney Inc.:
Steven D. Black
James S. Boshart III
Robert A. Case
James Dimon
Robert Druskin
Robert F. Greenhill
Jeffrey B. Lane
Robert H. Lessin
John F. Lyness
Joseph J. Plumeri II
Jack L. Rivkin
By
_________________________________________
(George S. Michinard, Jr.
Attorney-in-Fact)
* Pursuant to Powers of Attorney previously filed.
II-3
<PAGE>
KENNY S&P EVALUATION SERVICES
A Division of Kenny Information Systems, Inc.
65 Broadway
New York, New York, 10006-2511
Telephone 212/770-4000
Smith Barney Inc.
1345 Avenue of the Americas
New York, NY 10105
RE:High Yield Muni
Series 9
Gentlemen:
We have examined the post-effective Amendment to
the
Registration Statement File No. 33-25888 for the
above-captioned
trust. We hereby acknowledge that Kenny S&P Evaluation
Services,
a division of Kenny Information Systems, Inc. is currently
acting
as the evaluator for the trust. We hereby consent to the use
in
the Amendment of the reference to Kenny S&P Evaluation
Services,
a division of Kenny Information Systems, Inc. as evaluator.
In addition, we hereby confirm that the ratings
indicated in the above-referenced Amendment to the
Registration
Statement for the respective bonds comprising the trust
portfolio
are the ratings currently indicated in our KENNYBASE
database.
You are hereby authorized to file a copy of this
letter
with the Securities and Exchange Commission.
Sincerely,
John R. Fitzgerald
Vice President
Chief Financial Officer
<PAGE>
CONSENT OF INDEPENDENT
ACCOUNTANTS
We consent to the inclusion in Post-Effective Amendment
No. 5
to the Registration Statement on Form S-6 (File No.
33-25888)
of our report dated May 21, 1993, on our audit of the
statements of operations and changes in net assets and
selected supplemental per-unit data of Smith Barney
Shearson Unit Trusts,High Yield Municipal Series 9
(formerly Shearson Lehman Brothers Unit Trusts,
High Yield Municipal Series 9). We also consent to
the reference to our firm under the caption
"Miscellaneous-Auditors."
COOPERS & LYBRAND
/s/COOPERS & LYBRAND
Boston, Massachusetts
July 22, 1994
